Common use of Demand Registration Clause in Contracts

Demand Registration. (a) After receipt of a written request from one or more New Holders requesting that the Company effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).

Demand Registration. (a) After receipt of At any time during the period beginning one hundred eighty (180) days following the IPO and prior to the Distribution or, should the Separation and Distribution Agreement be terminated prior to the Distribution, at any time thereafter, CCI may submit a written request from one or more New Holders requesting that the Company effect a registration (a "Registration Request for Demand Registration") under the Securities Act Registration covering all or part of the Registrable Securities Registerable Shares, which specifies request must request registration of at least the intended method or methods of disposition thereof and Minimum Amount. The Registration Request shall state the number of shares Registerable Shares to be registeredregistered and the intended plan of distribution thereof. uBid shall be obligated to register Registerable Shares pursuant to this Section 2 on a total of only two (2) occasions. A request withdrawn pursuant to Subsection 2(c) hereof or deemed to be a Piggyback Registration pursuant to Subsection 2(d) hereof shall be ignored for this purpose. uBid shall be deemed to have satisfied its obligation under this Section 2 with respect to a Registration Request if a registration statement filed pursuant to a Registration Request becomes effective under the Act and remains effective for the period required hereby, or if the Company shall promptly notify all Holders in writing of the receipt failure of such request a registration statement to become or remain effective results primarily from any action or inaction of CCI. Subject to the conditions and each such Holder, in lieu limitations of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and uBid will use its reasonable best efforts to cause to be declared effective file a registration statement under the Act registering the Registerable Shares covered by a Registration Request within forty-five (a "Demand 45) days after it receives such Registration Statement"Request unless such Registration Request is withdrawn as permitted by Subsection 2(c) relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such timehereof. (b) If the majority-in-interest of the Participating Demand Holders in a The right to Demand Registration relating is subject to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth procedures in Section 14 below 4 hereof and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company following additional conditions and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities.limitations: (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by CCI may withdraw the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, Registerable Shares from a Registration Request at any time prior to the filing time the registration statement becomes effective, provided that uBid may ignore a notice of withdrawal made within 24 hours of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that time the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).becomes

Demand Registration. (a) After receipt Subject to the provisions of Section 5.2(d) and Section 5.2(e), if at any time after the earlier of four years after the Initial Closing (as defined in the Series E Stock Purchase Agreement) or 180 days after the date the Company first consummates a Public Offering on Form S-1 or Form SB-2, or any successor forms, the Company shall receive a written request therefor from one the record holder or holders of an aggregate of more New Holders requesting that than 33% of the Registrable Securities (the “Initiating Holders”), the Company effect shall prepare and file a registration (a "Demand Registration") statement under the Securities Act covering all or part such number of the Registrable Securities which specifies as are the intended method or methods subject of disposition thereof such request, provided that such Registrable Securities have an anticipated net aggregate offering price in excess of five million dollars ($5,000,000), and shall use its best efforts to cause such registration statement to become effective. Upon the number receipt of shares to be registereda registration request meeting the requirements of this Section 5.2(a), the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by give written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number other record holders of Registrable Securities that such Holder elects registration is to be effected. The Company shall include in such registration. Thereupon, the Company shall, registration statement such additional Registrable Securities as expeditiously as is practicable, but in any event no later than such other record holders request within thirty (30) days after the date of the Company’s written notice to them. If (excluding any days which occur during a permitted Blackout Period under Section 6 belowi) after receipt the holders of a written request majority of the Registrable Securities for which registration has been requested pursuant to this Section 5.2(a) and the holders of a Demand Registration, file with majority of the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that held by the Company Initiating Holders determine for any reason not to proceed with the registration at any time before the related registration statement has been so requested to register declared effective by the Commission, (ii) such Holders ("Participating Demand Holders") for saleregistration statement, to the extent required to permit the disposition (in accordance if theretofore filed with the intended method or methods thereofCommission, as aforesaidis withdrawn and (iii) the holders of the Registrable Securities so registeredsubject to such registration statement agree to bear their own Registration Expenses incurred in connection therewith and to reimburse the Company for the Registration Expenses incurred by it in such connection or if such registration statement, if theretofore filed with the Commission, is withdrawn at the initiative of the Company, then the holders of the Registrable Securities shall not be deemed to have exercised one of their two demand registration rights pursuant to this Section 5.2(a); provided, however, that the aggregate value holders of Registrable Securities requesting registration shall not be required to reimburse the Company for the Registration Expenses incurred by it in connection with a registration withdrawn at the request of such holders, and the Company shall not be deemed to have prepared, filed or caused to be effective the registration within the meaning of Section 5.2(c), if the holders requesting withdrawal of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on registration do so in good faith because of material adverse information regarding the closing trading price Company of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such timethey became aware after requesting registration. (b) If At the majority-in-interest request of the Participating Demand Holders holders of a majority of the Registrable Securities to be registered, the method of disposition of all Registrable Securities included in a Demand Registration relating to a public offering requests that the offering registration under Section 5.2(a) shall be an underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such offering. The managing underwriter of any such Demand Registration advises offering shall be selected by the Company holders of a majority of the Registrable Securities for which registration has been requested and shall be reasonably acceptable to the Company. If in writing thatthe good faith judgment of the managing underwriter of the Public Offering, in its opinionthe inclusion of all of the Registrable Securities the registration of which has been requested would interfere with their successful marketing, the number of securities Registrable Securities to be included in such the offering is greater than shall be reduced, pro rata, among the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability requesting holders thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested proportion to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration their respective requests for registration. Neither the Company nor any holder of securities (other than Registrable Securities) of the Company shall be allocated first, among all have the New Holders participating right to include any securities in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested registration statement to be included in filed as part of a demand registration pursuant to this Section 5.2(a) or Section 5.4 unless (i) such Demand Registration by each New Holder), and, second, to securities are of the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of same class as the Registrable Securities requested to be included in the Demand Registration registration (or another class of securities to be sold by the New Holders are included in such Demand Registration. If Company for its own account), (ii) the amount holders of such a majority of the Registrable Securities does not exceed the Maximum Number of Securitiesto be registered consent to such inclusion in writing, (iii) if such registration is an underwritten offering, the Company may include and such other holders agree in such Demand Registration any other writing to sell their securities of on the Company same terms and other securities held by other security holders of the Company conditions as the Company may in its discretion determine or be obligated apply to allow, in an amount, which together with the Registrable Securities included being sold pursuant to the request for registration and (iv) the inclusion of such securities will not, in such Demand Registrationthe judgment of any managing underwriter of the Offering, shall not exceed interfere with the Maximum Number successful marketing of the Registrable Securities. (c) New Holders The Company shall be entitled obligated to an aggregate of four (4) registrations of Registrable Securities pursuant prepare, file and cause to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement be effective only two registration statements pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c5.2(a). (d) Notwithstanding the foregoing, the Company may delay initiating the preparation and filing of any registration statement requested pursuant to Section 5.2(a) for a period not to exceed one hundred twenty (120) days if (i) in the good faith judgment of the Company’s Board of Directors effecting the registration would substantially interfere with any material transaction being considered at the time of receipt of the request from the Initiating Holders or (ii) a request for registration is received during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration as to which holders of Registrable Securities may include Registrable Securities pursuant to Section 5.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and provided further that such right under subsection (i) to delay a request shall be exercised by the Company not more than once in any 12-month period. (e) Notwithstanding anything to the contrary contained herein, and without limitation as to the rights of the Company to include in a demand registration securities for sale for its own account as provided in Section 5.2(a), at any time within thirty (30) days after receiving a demand for registration, the Company may elect to effect an underwritten primary registration in lieu of the requested registration. If the Company so elects, the Company shall not be required give prompt written notice to prepare all holders of Registrable Securities of its intention to effect such a registration and file (i) more than two (2) Demand Registration Statements shall afford such holders the rights contained in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or Section 5.3 with respect to “piggyback” registrations. In such event, the sale demand for registration shall be deemed to have been withdrawn without reducing the number of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statementdemand registrations remaining available under Section 5.2(c).

Demand Registration. (a) After receipt Subject to the conditions of this Section 2.1, if the Company shall receive a written request from one or more New the Required Holders requesting (for purposes of this Section 2.1, the “Initiating Holders”) that the Company effect file a registration (a "Demand Registration") statement under the Securities Act covering all or part the registration of at least twenty percent (20%) of shares of the Common Stock issuable or issued upon conversion of the Preferred Stock (the “Preferred Stock Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registeredSecurities”), then the Company shall promptly notify all Holders in writing of shall, within fifteen (15) days after the receipt thereof, give written notice of such request to all Holders, and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent subject to the Company within ten (10) Business Days from the date limitations of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 32.1, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but possible and in any event no later than thirty within sixty (3060) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written the request for a Demand Registrationfrom the Initiating Holders, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to under the Securities Act of all shares of Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities that all other Holders request to be registered, as specified by notice given by each such other Holder to the Company within twenty (20) days after the date that the written notice by the Company referred to above is given. (b) Notwithstanding the foregoing obligations, if the Company furnishes to the Initiating Holders a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s board of directors (the “Board”) it would be materially detrimental to the Company and its stockholders for such registration statement 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 Company; (ii) require premature disclosure of material information that the Company has been so requested a bona fide business purpose for preserving as confidential or (iii) render the Company unable to register by comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such Holders filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety ("Participating Demand Holders"90) for sale, to days after the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) request of the Registrable Securities so registeredInitiating Holders is given; provided, however, that the aggregate value Company may not invoke this right more than once in any twelve (12) month period; and provided, further, that the Company shall not register any securities for its own account or that of the Registrable Securities requested any other stockholder during such ninety (90) day period other than pursuant to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand a Special Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such timeStatement. (bc) If the majority-in-Initiating Holders intend to distribute the Preferred Stock Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 or any request pursuant to Section 2.3 and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall, together with the Company as provided in Section 2.5(e), enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Participating Demand Initiating Holders in a Demand Registration relating (which underwriter or underwriters shall be reasonably acceptable to a public offering requests that the offering be underwritten with a Company). Notwithstanding any other provision of this Section 2.1 or Section 2.3, if the managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, that marketing factors require a limitation of the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof underwritten (the "Maximum Number of including Preferred Stock Registrable Securities"), ) then the Company shall include in such Demand Registration the so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the Participating Demand Holders have requested to number of shares that may be registered thereunder only included in the underwriting shall be allocated to the extent the number Holders of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in held by all such Demand Registration by each New Holder), and, second, to Holders (including the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing HolderInitiating Holders); provided, however, that in no event may the number of shares of Preferred Stock Registrable Securities held by the Existing Holders to be included in such Demand Registration underwriting and registration shall not be reduced unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company are first entirely excluded from the underwriting and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the registration. Any Registrable Securities included in excluded or withdrawn from such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders underwriting shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to withdrawn from the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c)registration. (d) Notwithstanding anything to the contrary contained herein, the The Company shall not be required to prepare and file effect a registration pursuant to this Section 2.1: (i) more than prior to the earlier of (A) the third anniversary of the date hereof or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) Demand Registration Statements in any twelve-month periodregistrations pursuant to this Section 2.1, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement and such registrations have been declared or ordered effective; (iii) any Demand Registration Statement if within 90 fifteen (15) days following of receipt of a written request from the date Initiating Holders pursuant to Section 2.1(a), the Company gives notice to each of effectiveness the Initiating Holders of any other the Company’s intention to file a registration statement filed for its Initial Offering within ninety (90) days after receipt of such written request from the Initiating Holders, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective during such period; (iv) if the Initiating Holders propose to dispose of shares of Preferred Stock Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (v) in any other registration rights agreement to particular jurisdiction in which the Company is would be required to qualify to do business or to execute a party general consent to service of process in effecting such registration, qualification or with respect to the sale of Common Stock by compliance unless the Company (is already qualified to do business or subject to service of process, as applicable, in such longer period of time jurisdiction and except as may be specified in an underwriting agreement relating to such registration statement)required by the Securities Act.

Demand Registration. (a) After receipt If at any time following completion of a written request from the Initial Public Offering, subject to the terms of any “lock-up” agreement entered into with one or more New Holders underwriters (unless waived by such underwriter(s)), the Company shall receive a request (each such request shall be referred to herein as a “Demand Registration”) from a Shareholder or group of Shareholders (the requesting Shareholder(s) shall be referred to herein as the “Requesting Shareholder”), holding at least thirty percent (30%) of the Registrable Securities then outstanding, that the Company effect a the registration (a "Demand Registration") under the Securities Act covering (i) for the first Public Offering of the Company after the completion of the Initial Public Offering (the “Follow-On Offering”), at least twenty percent (20%) of the Requesting Shareholder’s Registrable Securities then outstanding (or any lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), or (ii) after the completion of the Follow-On Offering, all or part any portion of the Requesting Shareholder’s Registrable Securities which specifies and, in each case, specifying the intended method or methods of disposition thereof and the number of shares to be registeredthereof, then the Company shall as promptly notify all Holders in writing as practicable following the date of receipt by the Company of such request give notice of such Demand Registration at least fifteen (10) days after receipt of such request Demand Registration to the other Shareholders, if any, and each such Holderthereupon shall (i) as soon as practicable, and in any event within forty five (45) days after the date the Demand Registration is given by the Requesting Shareholder, file a registration statement under the Securities Act, and (ii) use its commercially reasonable efforts to effect, as expeditiously as possible, and in any event within one hundred twenty (120) days after the date the Demand Registration is given by the Requesting Shareholder, the effectiveness of the registration statement, in lieu of exercising its rights under Section 4 hereof, may elect each case covering: (by written notice sent i) subject to the Company within ten restrictions set forth in Sections 2.01(e), all Registrable Securities for which the Requesting Shareholder has requested registration under this Section 2.01, and (10ii) Business Days from subject to the date of such Holder's receipt restrictions set forth in Sections 2.01(e), all other Registrable Securities of the aforementioned notice from same class as those requested to be registered by the Company) Requesting Shareholder that any other Shareholders (all such Shareholders, together with the Requesting Shareholder, the “Registering Shareholders”), if any, have requested the Company to have all or part of such Holder's Registrable Securities included in such registration thereof register pursuant to this Section 32.01, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, by request received by the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) within seven Business Days after receipt such Shareholders receive the Company’s notice of a written request for a the Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required necessary to permit the disposition (in accordance with the intended method or methods thereof, thereof as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) registered, provided that, the Company shall not be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand obligated to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in effect a Demand Registration relating to a public offering requests that unless the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities aggregate proceeds expected to be included in such offering is greater than received from the total number sale of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holderequals or exceeds $10,000,000. In no event shall the Company be required to effect more than two (2) Demand Registrations pursuant to this Section 2.01. (b) Promptly after the expiration of the seven-Business Day period referred to in Section 2.01(a)(ii), and, second, to the Existing Holders on a pro rata basis (based on Company will notify all Registering Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested to be included in therein. At any time prior to the effective date of the registration statement relating to such Demand Registration registration, the Requesting Shareholder may revoke such request, without liability, by each Existing Holder); providedproviding a notice to the Company revoking such request. Notwithstanding clause (d) below, howevera request, that in no event may Registrable Securities held by the Existing Holders so revoked, shall be included in such considered to be a Demand Registration unless all (i) such revocation arose out of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities fault of the Company and other securities held by other security holders of (in which case the Company as the Company may in its discretion determine or shall be obligated to allow, pay all Registration Expenses in an amount, which together connection with such revoked request) or (ii) the Registrable Securities included in Requesting Shareholder reimburses the Company for all Registration Expenses (other than the expenses set forth under clause (v) of the definition of the term Registration Expenses) of such Demand Registration, shall not exceed the Maximum Number of Securitiesrevoked request. (c) New Holders The Company shall be entitled liable for and shall pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected, unless the Requesting Shareholder elects to an aggregate pay such Registration Expenses as described in the last sentence of four Section 2.01(b). (4d) registrations of Registrable Securities pursuant to this Section 3 (each, a "A Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) occurred unless the registration statement relating thereto (i) it has been declared become effective by under the SEC, Securities Act and (ii) it has remained effective for the a period set forth of at least 180 days (or such shorter period in Section 7(a), (iii) Holders of which all Registrable Securities of the Registering Shareholders included in such registration have notactually been sold thereunder), prior to the filing of the relevant provided that a Demand Registration Statementshall not be deemed to have occurred if, withdrawn sufficient shares from after such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3statement becomes effective, and (iv) the offering of Registrable Securities pursuant to such registration statement is not subject to interfered with by any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order governmental agency or requirement court. (e) If the Requesting Shareholder intends to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the SEC prompted by act or omission Company as part of Holders of Registrable Securities); providedtheir request pursuant to section 2.01, however, that if and the New Holders participating Company shall include such information in such their notice to the other Shareholders. If a Demand Registration are not able to register involves an underwritten Public Offering and sell at least two-thirds the managing underwriter advises the Company and the Requesting Shareholder that, in its view, the number of the New shares of Registrable Securities requested to be included in a Demand Registrationsuch registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, then including the price at which such Demand Registration shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be included in such registration by all Registering Shareholders (allocated, if necessary for the offering not be counted as one to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the five Demands relative number of Registrable Securities held by each such Shareholder, or in such other proportion as shall mutually be agreed to by all such Registering Shareholders); and (ii) second, any securities proposed to be registered by the Company (including for Registration provided for the benefit of any other Persons not party to this Agreement). (f) The Company may postpone effecting a registration pursuant to this Section 3(c2.01 on two occasions during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 90 days in the aggregate in any period of twelve consecutive months (which period may not be extended or renewed). (d) Notwithstanding anything , if the Company furnishes to the contrary contained hereinRequesting Shareholder a certificate signed by the Company’s chief executive officer stating that (i) effecting the registration would materially and adversely interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company or (ii) effecting the registration would require the premature disclosure of material information that the Company has a bona fide business purpose to preserve as confidential. In addition, the Company shall not be required obligated to prepare and file effect, or to take any action to effect, any registration pursuant to Section 2.01 during the period that is thirty (i30) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following before the Company’s good faith estimate of the date of effectiveness of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration (other than a registration on Form S-8 or any other Registration Statement successor or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which similar forms), provided that the Company is a party or with respect actively employing in good faith commercially reasonable efforts to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to cause such registration statement)statement to become effective.

Demand Registration. (a) After receipt the earlier of (i) five (5) years after the date of the Prior Agreement or (ii) six (6) months after the effective date of a Qualifying IPO, if the Company receives a written request from one or more New the Holders requesting of at least a majority of the Registrable Securities then- outstanding that the Company effect file a registration (a "Demand Registration") statement under the Securities Act covering (provided that the anticipated aggregate offering price would exceed $5,000,000), then the Company shall: (i) within thirty (30) days of the receipt thereof, give written notice of such request to all or part Holders; and (ii) use its best efforts to effect, as soon as practicable after receipt of such request, the registration under the Securities Act of that number of Registrable Securities which the Holders requested to be registered, subject to the limitations of Section 1.2(b), within thirty (30) days of the mailing of such notice by the Company. (b) If the Holders initiating the registration request hereunder (the “Initiating Holders”) intend to distribute the Registrable Securities which specifies 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 1.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.5(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method or methods of disposition thereof distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be registeredunderwritten, then the Company Initiating Holders shall promptly notify so advise all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof which would otherwise be underwritten pursuant to this Section 3hereto, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company has been so requested to register owned by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registeredeach Holder; provided, however, that the aggregate value number of the shares of Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can underwriting shall not be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration reduced unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of are first entirely excluded from the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securitiesunderwriting. (c) New Holders The Company shall not be entitled obligated to an aggregate of four (4) registrations of Registrable Securities effect, or to take any action to effect, any registration pursuant to this Section 3 1.2: (each, a "Demand for Registration"i) in addition to After the Shelf Registration Statement pursuant to Section Company has effected two (2; provided that a registration requested ) registrations pursuant to this Section 3 shall not be deemed to 1.2 and such registrations have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, or ordered effective; or (ii) it has remained effective for If the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior Company delivers notice to the filing Initiating Holders within thirty (30) days of such Initiating Holders’ registration request that the Company intends to file the first registration statement for a public offering of securities of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC Company (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect relating either to the sale of Common Stock by securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a transaction pursuant to Rule 145 of the Securities Act (or “SEC Rule 145”)) within sixty (60) days from the date of such longer period of time as may be specified in an underwriting agreement relating to such registration statement)notice.

Demand Registration. (a) After receipt of a written At any time following the Closing, the Initiating Holders may request from one or more New Holders requesting in writing that the Company effect shall file a Registration Statement with respect to the registration (a "Demand Registration") under the Securities Act covering and resale of all or part of the Registrable Shares held by them, including without limitation on Form S-1/F-1 (a “Demand Registration”). As soon as practicable and in any event within ten (10) days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such Demand Registration and provide the Company with written requests for inclusion therein within seven (7) days after the receipt of the Company’s notice. Thereupon, the Company shall use its best efforts to effect the registration of all Registrable Shares as to which it has received requests for registration for as promptly as reasonably practicable; provided, however, that: (i) the Company shall not be required to effect any registration under this Section 2.3 (A) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective and (B) within a period of ninety (90) days following the effective date of a previous registration filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Shares shall have been entitled to join pursuant to Section 2.2 and in which there shall have been effectively registered all Registrable Shares as to which registration shall have been requested; and (ii) the registration shall cover the public sale of Registrable Shares with an aggregate public offering price reasonably expected to be at least the lesser of (a) US$35,000,000 and (b) all remaining Registrable Securities (other than the Sale Limited Securities) owned by the requesting Holder. The Initiating Holders may elect to withdraw from any offering pursuant to this Section 2.3 by giving written notice to the Company and the underwriter(s) of their request to withdraw prior to the effectiveness of the Registration Statement filed by the SEC with respect to such Demand Registration. If the Initiating Holders withdraw from a proposed offering relating to a Demand Registration and the Company did not elect to delay or postpone such offering pursuant to Section 2.6, then either the Initiating Holders shall reimburse the Company for the costs associated with the withdrawn Demand Registration (in which specifies case such registration shall not count as a Demand Registration provided for in this Section 2.3) or such withdrawn registration shall count as a Demand Registration provided for in this Section 2.3. Notwithstanding any other provision of this Section 2.3, if the intended method managing underwriter advises the Holders in writing that marketing factors require a limitation on the dollar amount or methods of disposition thereof and the number of shares to be registeredunderwritten, then the number of shares to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, that the shares to be excluded shall be determined in the following order of priority: (i) shares held by shareholders other than the Holders, (ii) shares which the Company shall promptly notify all may wish to register for its own account, and thereafter, to the extent necessary, (iii) shares held by the Holders (other than Catalyst or the EDNCU Holder if Catalyst or the EDNCU Holder was the Initiating Holder) pro rata to the respective number of Registrable Shares requested by such Holders to be included in writing of the receipt of such request registration and each such thereafter, to the extent necessary, (iv) if Catalyst or the EDNCU Holder was the Initiating Holder, in lieu of exercising its rights under Section 4 hereof, may elect (shares held by written notice sent Catalyst and the EDNCU Holder pro rata to the Company within ten (10) Business Days from the date respective number of such Holder's receipt of the aforementioned notice from the Company) Registrable Shares requested to have all or part of such Holder's Registrable Securities be included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register or Shelf Takedown by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include in any event all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to Shares must be included in such offering is greater registration prior to any other shares of the Company, and (ii) if Holders other than Catalyst and the total number of securities which can be sold therein without having a material adverse effect on EDNCU Holder were the distribution of such securities Initiating Holders, Catalyst or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities")EDNCU Holder, then by written notice to the Company during the seven-day notice period set forth above, shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested be entitled to be registered thereunder only treated as the Initiating Holder instead, subject to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based limitations on the number of Registrable Securities requested their respective demand registrations set forth below. 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) to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that initiated after a registration requested pursuant to this Section 3 2.3 and to become effective less than ninety (90) days after the effective date of any registration requested pursuant to Section 2.3. The Company shall not be deemed required to have been effected for purposes of effect more than two (2) registrations under this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective 2.3 for the period set forth in Section 7(a), (iii) Initiating Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable SecuritiesEDNCU Holder and Catalyst); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) effect more than two (2) Demand Registration Statements in any twelve-month period, registrations under this Section 2.3 for which the EDNCU Holder is the Initiating Holder and the Company shall not be required to effect more than two (ii2) any Demand registrations under this Section 2.3 for which Catalyst is the Initiating Holder. A registration will not count as a requested registration under this Section unless and until the Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement)has been declared effective by the Commission.

Demand Registration. (a) After receipt If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a written request from one or more New the Required Holders requesting that the Company effect file a Form S-1 registration statement with respect to at least 60% of the Registrable Securities then outstanding (or a "lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15,000,000), then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand Registration"Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Initiating Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of any additional Registrable Securities requested to be included in such Demand Registration registration by any other Holders, as specified by notice given by each New Holder), and, second, such Holder to the Existing Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(b). (b) Notwithstanding the foregoing obligations, if the Company furnishes to Holders on requesting a pro rata basis registration pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors (based on the number “Board of Registrable Directors”) it would be materially detrimental to the Company and its stockholders for such registration statement 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 Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities requested Act or Exchange Act, 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 included in such Demand Registration by each Existing Holder)tolled correspondingly, for a period of not more than sixty (60) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in no event may Registrable Securities held by any twelve (12) month period; and provided further that the Existing Holders be included in Company shall not register any securities for its own account or that of any other stockholder during such Demand Registration unless all sixty (60) day period other than pursuant to a registration relating to the sale of securities to employees of the Registrable Securities requested Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities sale of the Company and other Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securitiesthat are also being registered. (c) New Holders The Company shall not be entitled obligated to an aggregate of four (4) registrations of Registrable Securities effect, or to take any action to effect, any registration pursuant to this Section 3 2.1 (eachi) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a "Demand for Registration"Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) in addition to after the Shelf Registration Statement Company has effected one (1) registration pursuant to Section 22.1; provided or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that a registration requested may be immediately registered on Form S-3 pursuant to this a request made pursuant to Section 3 2.3. A registration shall not be deemed to have been effected counted as “effected” for purposes of this Section 3(c) unless (i) it 2.1 until such time as the applicable registration statement has been declared effective by the SEC, (ii) it has remained effective unless the Initiating Holders withdraw their request for such registration, do not pay the period set forth in Section 7(a)registration expenses therefor and, (iii) Holders of Registrable Securities included in such as a result, forfeit their right to one demand registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities statement pursuant to Section 2.7, in which case such withdrawn registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration statement shall not be counted as one “effected” for purposes of the five Demands for Registration provided for pursuant to this Section 3(c)2.1. (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).

Demand Registration. (a) After receipt of a Upon written request notice to the Company from one or more New Holders the Investor at any time during the Effective Period (the "Demand Request") requesting that the Company effect a the registration (a "Demand Registration") under the Securities 1933 Act covering of any or all or part of the Registrable Securities held by the Investor or any other Holder, which specifies notice shall specify the intended method or methods of disposition thereof and the number of shares to be registeredsuch Registrable Securities, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shallprepare and, as expeditiously promptly as is practicable, but and in any event no later than thirty (30) within 60 days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registrationsuch request, file with the SEC Commission a registration statement with respect to such Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares under the 1933 Act for purposes of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (dispositions in accordance with the intended method or methods thereof, as aforesaid) of disposition stated in such request. Notwithstanding any other provision of this Agreement to the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered contrary: (i) be at least $2,500,000, based the Investor may exercise its rights to request registration in respect of Registrable Securities held by the Investor or any other Holder under this Section 2.02(a) on the closing trading price of the Common Stock on the date the demand not more than four occasions (each such registration being referred to file such herein as a "Demand Registration Statement is made, Registration"); and (ii) the Company shall not be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such timerequired to effect more than one Demand Registration in any calendar year. (b) If Notwithstanding any other provision of this Agreement to the majority-in-interest of the Participating Demand Holders in contrary, a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities Investor pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 2.02 shall not be deemed to have been effected effected, and, therefore, not requested and the rights of the Investor shall be deemed not to have been exercised for purposes of this Section 3(c) unless 2.02(a), (i) it if the Investor has been declared effective not received notice (confirmed by the SEC, Commission) that such Demand Registration has become effective under the 1933 Act or (ii) if such Demand Registration, after it has remained became effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions 1933 Act, was not maintained effective under the 1933 Act (other than as a result of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, Commission or other order or requirement Governmental Entity solely on the account of the SEC prompted by act a material misrepresentation or omission of Holders the Investor) for at least 120 days (or such shorter period ending when all the Registrable Securities covered thereby have been disposed of pursuant thereto (but in no event before the expiration of the 90-day period referred to in Section 4(3) of the 1933 Act and Rule 174 promulgated thereunder, if applicable)). The time periods referred to in the preceding sentence shall be extended, with respect to any Demand Registration, by the number of days in any Section 2.04 Period and/or Section 2.06(e) Period applicable to such Demand Registration. If a Demand Request is made by the Investor during the Effective Period but the related Demand Registration shall be deemed not to have been exercised under the circumstances set forth in this Section 2.02(b), then the Investor shall be deemed not to have used one of its rights to request a Demand Registration under this Section 2.02 and shall continue to have such right. (c) The Company shall have the same rights to piggy-back any shares of Class A Common Stock on a Demand Registration initiated pursuant to this Section 2.02 as a Holder of Registrable Securities)Securities would have in a Piggy-back Registration, and other stockholders of the Company may exercise any piggy-back registration rights granted to them by the Company with respect to such Demand Registration; provided, provided however, that notwithstanding anything to the contrary in this Agreement, if the New Holders participating lead or managing underwriter referred to in Section 2.03 determines that marketing factors require a limitation on the number of shares of Class A Common Stock to be offered and sold pursuant to such Demand Registration, there shall be included in the offering only that number of shares of Class A Common Stock that such lead or managing underwriter reasonably and in good faith believes will not jeopardize the success of the offering (including a material reduction in the price per share of the Registrable Securities to be sold). In such event, the shares of Class A Common Stock to be included in such Demand Registration are not able shall be apportioned (i) first, to register and any Registrable Securities that the Holders propose to sell at least two-thirds in such Demand Registration, pro rata among such Holders on the basis of the New relative number of Registrable Securities requested to be included in a Demand Registration, then therein by each such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month periodHolder, (ii) second, to any Class A Common Stock that the Company proposes to sell in such Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or and (iii) third, among any Demand Registration Statement within 90 days following the date shares of effectiveness Class A Common Stock that other stockholders of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect propose to sell in such Demand Registration, pro rata among such stockholders on the sale basis of Common Stock the relative number of shares requested to be included therein by the Company (or each such longer period of time as may be specified in an underwriting agreement relating to such registration statement)stockholder.

Demand Registration. (a) After Following the first anniversary of the date hereof and upon the receipt of a written request from one or more New Holders requesting any MCM Party that the Company effect GEC file a registration (a "Demand Registration") Registration Statement under the Securities Act covering the registration for the offer and sale of all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shalla “Demand Registration”), as expeditiously soon as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, GEC shall file with the SEC and use its reasonable best efforts to cause to be declared effective effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that MCM Party has requested be registered to be registered under the Company has been so requested Securities Act, subject to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (and in accordance with the intended method or methods thereofterms, as aforesaidconditions, procedures and limitations contained in this Agreement. The MCM Parties are collectively entitled to effect two (2) of the Registrable Securities so registeredsuch Demand Registrations pursuant to this Section 1.2(a); provided, howeverthat, that a registration requested pursuant to this Section 1.2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective (other than due to the aggregate value fault of the Registrable Securities requested to be registered (ia MCM Party) be and at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 2575% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. The MCM Party may terminate a Demand Registration prior to the Existing Holders on filing of a pro rata basis (based on the number of Registrable Securities requested Registration Statement relating thereto, or require GEC to be included in such Demand withdraw promptly any Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, Statement which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities has been filed pursuant to this Section 3 (each1 but which has not become effective under the Securities Act, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a and such registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless be a Demand Registration if either (i) it has been declared effective by agrees to pay the SEC, (ii) it has remained effective for the period costs and expenses of such registration as set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction1.6 hereof, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following such withdrawal is accompanied by notice from the date MCM Party that, in the good faith exercise of effectiveness its reasonable judgment, (A) such withdrawal is warranted based on a change in the business or prospects of any other Registration Statement GEC or a change in the condition of the United States financial markets, or (iiiB) there has occurred a misstatement or omission in any Demand Registration Statement within 90 days following prospectus which makes it inadvisable to proceed with the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement)registration.

Demand Registration. (a) After receipt of If at any time the Company is eligible to use a written Form S-3 registration statement, the Company receives a request in writing from one or more New Holders requesting Restricted Stockholders (“Requesting Restricted Stockholders”) that the Company effect file a Form S-3 registration statement with respect to outstanding Registrable Securities held by the Requesting Restricted Stockholders having an anticipated aggregate offering price, net of Selling Expenses, of at least five million dollars ($5,000,000.00) (a "“Demand Registration"Registration Request”), then the Company shall as soon as practicable, and in any event within ninety (90) days after the date the Demand Registration Request is received by the Company, file a Form S-3 registration statement under the Securities Act covering all or part of the Registrable Restricted Securities which specifies the intended method or methods of disposition thereof and the number of shares requested to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant by the Requesting Restricted Stockholders, subject to this the limitations of Section 34.1(b), 4.1(c), and such Holder Section 4.3. The Company shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause such Form S-3 registration statement to be declared effective by the SEC as soon as practicable after filing. Any registration requested by any Restricted Stockholder pursuant to this Section 4.1 is referred to in this Agreement as a “Demand Registration.” (b) Notwithstanding the foregoing obligations, if the Company furnishes to the applicable Requesting Restricted Stockholders a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its stockholders for such registration statement 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 "Demand Registration Statement"significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) relating to all shares require premature disclosure of Registrable Securities material information that the Company has been so requested a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to register by comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such Holders filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety ("Participating 90) days after the Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registeredRegistration Request; provided, however, that the aggregate value of the Registrable Securities requested Company may not invoke this right more than once with respect to be registered any given Requesting Restricted Stockholders in any twelve (i12) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests month period; and provided further that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities not register any securities for its own account or that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and stockholder during such ninety (90) day period other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in than an amount, which together with the Registrable Securities included in such Demand Excluded Registration, shall not exceed the Maximum Number of Securities. (c) New Holders The Company shall not be entitled obligated to an aggregate of four (4) registrations of Registrable Securities pursuant effect, or to this Section 3 (eachtake any action to effect, a "Demand for Registration") in addition to the Shelf Registration Statement any registration pursuant to Section 24.1(a) (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; provided that or (ii) if the Company has effected a registration requested pursuant to this Section 3 4.1(a) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be deemed to have been effected counted as “effected” for purposes of this Section 3(c4.1(c) unless (i) it until such time as the applicable registration statement has been declared effective by the SEC, (ii) it has remained effective unless the Requesting Restricted Stockholders withdraw their request for such registration, elects not to pay the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3expenses therefor, and (iv) the offering of Registrable Securities pursuant forfeits its right to such one demand registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for statement pursuant to this Section 3(c4.1 as provided in Section 4.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 4.1(c). (d) Notwithstanding anything The Restricted Stockholders as a group shall only be entitled to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, Registrations under this Section 4.1. (iie) Promptly after receipt of any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which Request, the Company shall give written notice of such request to all other Restricted Stockholders. Upon the request in writing of a Restricted Stockholder given within twenty (20) days after such notice is a party or with respect given by the Company, the Company shall use, subject to the sale provisions of Common Stock by Section 4.3, its commercially reasonable efforts to register, in accordance with the Company (or provisions of this Agreement, all the Registrable Securities that have been properly requested to be registered in such longer period of time as may be specified in an underwriting agreement relating to such registration statement)Demand Registration.

Demand Registration. In the event the Registration Statement is not declared effective by the six (a6) After receipt month anniversary of the Closing Date ("Registration Deadline") or does not include all Shares purchased hereunder ("Registrable Securities"), a written request from one or more New Holders requesting holder of Registrable Securities shall have the right to require by notice in writing that the Company effect a registration register all or any part of the Registrable Securities held by such holder (a "Demand Registration") under and the Company shall thereupon effect such registration in accordance herewith (which may include adding such shares to an existing shelf registration). The parties agree that if the holder of Registrable Securities Act covering demands registration of less than all or part of the Registrable Securities, the Company, at its option, may nevertheless file a registration statement covering all of the Registrable Securities. If such registration statement is declared effective with respect to all Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registeredCompany is in compliance with its obligations under this Agreement, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its demand registration rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof granted pursuant to this Section 3, and shall cease. If such Holder shall specify in such notice the number of registration statement is not declared effective with respect to all Registrable Securities that or if the Company is not in compliance with such Holder elects to include in such registration. Thereuponobligations, the demand registration rights described herein shall remain in effect. The Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for shall not be obligated to effect a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered described above: (i) be at least $2,500,000, based on the closing trading price if all of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders holder of Registrable Securities which are demanded to be covered by the Demand Registration are, at the time of such demand, included in such Demand Registration unless an effective registration statement and the Company is in compliance with its obligations under this Agreement; (ii) if all of the Registrable Securities requested to may be included in sold under Rule 144(k) of the Demand Registration by Act and the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, Company's transfer agent has accepted an instruction from the Company may include in to such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine effect; or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to at any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than time after two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following years from the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement)Closing Date.

Demand Registration. (a) After receipt of At any time prior to such time as the rights under this Section 2 terminate with respect to a Holder as provided in Section 2(e) hereof, upon written request notice from one or more New Holders such Holder in the manner set forth in Section 12(h) hereof requesting that the Company effect a the registration (a "Demand Registration") under the Securities Act covering of any or all or part of the Registrable Securities held by such Holder, which specifies notice shall specify the intended method or methods of disposition thereof and the number of shares to be registeredsuch Registrable Securities, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a effect, in the manner set forth in Section 5, the registration statement (a "Demand Registration Statement") relating to all shares under the Securities Act of such Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereofof disposition stated in such request (including in an offering on a delayed or continuous basis under Rule 415 (or any successor rule of similar effect) promulgated under the Securities Act), as aforesaidprovided that: (i) if, within 5 business days of receipt of a registration request pursuant to this Section 2(a), the Holder or Holders making such request are advised in writing that the Company has in good faith commenced the preparation of a registration statement for an underwritten public offering prior to receipt of the Registrable Securities so registered; notice requesting registration pursuant to this Section 2(a) and the managing underwriter of the proposed offering has determined that in such firm's good faith opinion, a registration at the time and on the terms requested would materially and adversely affect the offering that is contemplated by the Company, the Company shall not be required to effect a registration pursuant to this Section 2(a) (a "Transactional Deferral") until the earliest of (A) the abandonment of such offering by the Company, (B) 60 days after receipt by the Holder or Holders requesting registration of the managing underwriter's written opinion referred to above in this clause (i), unless the registration statement for such offering has become effective and such offering has commenced on or prior to such 60th day, and (C) if the registration statement for such offering has become effective and such offering has commenced on or prior to such 60th day, the day on which the restrictions on the Holders contained in Section 10 hereof lapse, provided, however, that the aggregate value of the Registrable Securities Company shall not be permitted to delay a requested to be registered registration in reliance on this clause (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, more than once in any 12-month period; (ii) be at least 25% of if, while a registration request is pending pursuant to this Section 2(a), the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests Company determines, following consultation with and receiving advice from its legal counsel, that the offering be underwritten with filing of a managing underwriter selected in registration statement would require the manner set forth in Section 14 below and such managing underwriter disclosure of such Demand Registration advises material information that the Company has a bona fide business purpose for preserving as confidential and the disclosure of which the Company determines reasonably and in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having good faith would have a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities")Company, then the Company shall include in not be required to effect a registration pursuant to this Section 2(a) until the earlier of (A) the date upon which such Demand Registration material information is otherwise disclosed to the Registrable Securities that the Participating Demand Holders have requested public or ceases to be registered thereunder only material and (B) 90 days after the Company makes such determination; (iii) the Company shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 2: (A) prior to 180 days following the extent closing of the number Public Offering, (B) within a period of 90 calendar days after the effective date of any other registration statement of the Company demanded pursuant to this Section 2(a), or (C) if such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the registration request is for a number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on having a pro rata basis (based Fair Market Value on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to business day immediately preceding the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount date of such Registrable Securities does not exceed the Maximum Number registration request of Securities, less than $100,000,000; and (iv) the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or shall not be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled file a registration statement relating to an aggregate of four (4) registrations of Registrable Securities a registration request pursuant to this Section 3 2: (each, a "Demand for Registration"A) in addition the case of a registration request by REI or any Permitted Transferee that has acquired, in the transaction in which it became a Permitted Transferee, at least a majority of the then issued and outstanding Voting Stock, on more than three occasions after such time as REI or such Permitted Transferee, as the case may be, owns less than a majority of the voting power of the outstanding capital stock of the Company (it being acknowledged that so long as REI or such Permitted Transferee owns a majority of the voting power of the outstanding capital stock of the Company, there shall be no limit to the Shelf Registration Statement pursuant number of occasions on which REI or such Permitted Transferee may exercise such rights), or (B) in the case of a Holder other than REI or a Permitted Transferee described in clause (A) above, on more than the number of occasions permitted such Holder in accordance with Section 11 hereof. (b) Notwithstanding any other provision of this Agreement to Section 2; provided that the contrary: (i) a registration requested by a Holder pursuant to this Section 3 2 shall not be deemed to have been effected (and, therefore, not requested for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a2(a)), (iiiA) Holders of Registrable Securities included unless the registration statement filed in connection therewith has become effective, (B) if after such registration have notstatement has become effective, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not it becomes subject to any stop order, or there is issued an injunction or other order or requirement decree of the SEC (or other governmental agency or court for any reason other than any a misrepresentation or an omission by such stop orderHolder, which injunction, or other order or requirement decree prohibits or otherwise materially and adversely affects the offer and sale of the SEC prompted Registrable Securities so registered prior to the completion of the distribution thereof in accordance with the plan of distribution set forth in the registration statement or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied by act reason of some act, misrepresentation or omission of Holders of Registrable Securities)by the Company and are not waived by the purchasers or underwriters; providedand (ii) nothing herein shall modify a Holder's obligation to pay Registration Expenses, howeverin accordance with Section 4 hereof, that if are incurred in connection with any withdrawn registration requested by such Holder. (c) In the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for event that any registration pursuant to this Section 3(c)2 shall involve, in whole or in part, an underwritten offering, Holders owning at least 50.1% of the Fair Market Value of the Registrable Securities to be registered in connection with such offering shall have the right to designate an underwriter reasonably satisfactory to the Company as the lead managing underwriter of such underwritten offering, and the Company shall have the right to designate one underwriter reasonably satisfactory to such Holders as a co-manager of such underwritten offering. (d) Notwithstanding anything The Company shall have the right to cause the registration of additional securities for sale for the account of any person (including the Company) in any registration of Registrable Securities requested by any Holder pursuant to Section 2(a) only to the contrary contained hereinextent the managing underwriter or other independent marketing agent for such offering (if any) determines that, in its opinion, the additional securities proposed to be sold will not materially and adversely affect the offering and sale of the Registrable Securities to be registered in accordance with the intended method or methods of disposition then contemplated by such Holder. The rights of a Holder to cause the registration of additional Registrable Securities held by such Holder in any registration of Registrable Securities requested by another Holder pursuant to Section 2(a) shall be governed by the agreement of the Holders with respect thereto as provided in Section 11(a). (e) The Company shall not be required obligated to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other a registration statement filed relating to a registration request by a Holder pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or this Section 2 from and after such longer period of time as may be specified in an underwriting agreement relating to such registration statement)Holder first owns Registrable Securities representing (assuming for this purpose the conversion, exchange or exercise of all Registrable Securities then owned by such Holder that are convertible into or exercisable or exchangeable for Voting Stock of the Company) less than 10% of the then issued and outstanding Voting Stock of the Company.

Demand Registration. (a) After receipt The Holders of not less than 25% of the Registrable Shares shall have, as a group, the right, exercisable at any time following the date that is 15 months following the date of this Agreement and from time to time thereafter, by written request from one or more New Holders requesting that the Company effect a registration notice (a "“Demand Registration"Notice”) given to the REIT, to request the REIT forthwith to register, and the REIT shall register, under and in accordance with the provisions of the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the terms of this Agreement, the sale of such number of shares Registrable Shares as may be specified in the Demand Notice. The Holders, as a group, shall be entitled to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof two Demand Registrations pursuant to this Section 3, and such Holder shall specify in such notice 2 (including Section 2(c)). Notwithstanding the number of Registrable Securities that such Holder elects to include in such registration. Thereuponforegoing, the Company shall, REIT shall not be required to file a Registration Statement covering Registrable Shares with anticipated gross proceeds of less than $25,000,000 unless it covers all of the remaining Registrable Shares. (b) As promptly as expeditiously as is practicable, but reasonably practicable and in any event no later than thirty (30) within 45 days (excluding any days after the date on which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for the REIT receives a Demand RegistrationNotice given by the Holders in accordance with Section 2(a), if permitted under the Securities Act, the REIT shall file with the SEC a Registration Statement which is automatically effective upon filing. If such automatically effective filing is not so permitted, the REIT shall file a Registration Statement with the SEC as promptly as reasonably practical and in any event within 45 days after the date on which the REIT receives a Demand Notice given by the Holders in accordance with Section 2(a) and shall use its commercially reasonable best efforts to cause any such Registration Statement to become and remain effective as promptly as reasonably practicable. Each such Registration Statement shall be declared effective a on the appropriate form for the registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for and sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereofof distribution, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held Shares specified by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of SecuritiesNotice, the Company which may include in such Demand Registration any other securities of a “shelf” registration (a “Shelf Registration”) pursuant to Rule 415 under the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of SecuritiesAct. (c) New Holders The REIT shall be entitled use commercially reasonable efforts to an aggregate of four (4) registrations of Registrable Securities keep effective each Registration Statement filed pursuant to this Section 3 2, and a registration shall not count as a Demand Registration to which the Holders are entitled under Section 2(a) until it has become continuously effective and usable for the resale of the Registrable Shares covered thereby (each, a "Demand for Registration"i) in addition to the case of a Registration that is not a Shelf Registration, for a period of 180 days from the date on which the Registration Statement becomes effective under the Securities Act and (ii) in the case of a Shelf Registration, for a period of one year from the date on which the Registration Statement becomes effective, in either case (x) until such earlier time by which all the Registrable Shares covered by such Registration Statement have been sold pursuant to Section 2; provided that a registration requested such Registration Statement, and (y) as such period may be extended pursuant to this Section 3 2. Notwithstanding the foregoing, a registration shall not be deemed to have been effected for purposes of this count as a Demand Registration under Section 3(c2(a) unless if (iA) it after such Demand Registration has been declared effective by become effective, such registration or the SECrelated offer, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders sale or distribution of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration Shares thereunder is not subject to interfered with by any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order governmental agency or requirement of court for any reason not attributable to the SEC prompted by act Holders initiating such Demand Registration and such interference is not thereafter eliminated or omission of Holders of Registrable Securities); provided(B) the conditions specified in the underwriting agreement, howeverif any, that if the New Holders participating entered into in connection with such Demand Registration are not able satisfied or waived, other than by reason of a failure by the Holders initiating such Demand Registration, and as a result of any such circumstances described in (A) or (B), no Registrable Shares are sold pursuant to register and sell at least two-thirds such registration; provided, that if (1) the offer, sale or distribution covered by the Registration Statement filed pursuant to the Demand Registration is a continuous offering of Registrable Securities, (2) such continuous offering, after being commenced as described in the Registration Statement, has not been postponed or interrupted (other than by reason of the New circumstances described in (A) or (B)) and (3) at the time of such registration, the Common Shares are not listed on a national securities exchange or included on the Nasdaq Stock Market, then following such interference such registration shall not count as a Demand Registration unless all Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for are sold pursuant to this Section 3(c)such Registration Statement. (d) The REIT shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by the REIT pursuant to this Section 2, or to suspend the use of any effective Registration Statement under this Section 2, for a reasonable period of time, but not in excess of 45 days (a “Delay Period”), if: (i) the Board of Directors of the REIT (the “Board of Directors”), acting through those directors who have no direct or indirect beneficial or pecuniary interest in any Registrable Shares, determines in good faith that the registration and distribution of the Registrable Shares covered or to be covered by the Registration Statement would materially adversely affect the REIT and its subsidiaries taken as a whole because it would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the REIT or any of its subsidiaries and the REIT promptly gives the Holders written notice of such determination, containing a reasonably detailed statement of the reasons for such postponement or suspension and an approximation of the period of the anticipated delay; or (ii) prior to the Registration Statement being declared effective by the SEC, the REIT proposes to file a registration statement on Form S-11 under the Securities Act providing for the first public offering of Common Shares concurrent with the listing or, approval for listing, of the Common Shares on a national securities exchange or inclusion or, approval for inclusion, of the Common Shares on the Nasdaq Stock Market (such registration statement, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “IPO Registration Statement”), and the REIT promptly gives the Holders written notice (including notifying each Holder of the identity of the managing underwriters of such initial public offering), within five Business Days after such filing; Notwithstanding anything to the contrary contained herein, the Company aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed a total of 90 days. If the REIT shall so postpone or suspend the filing of a Registration Statement, the Holders of a majority of the Registrable Shares to be registered shall have the right to withdraw the request for registration by giving written notice to the REIT within 45 days after receipt of the notice of postponement or suspension (and, in the event of such withdrawal, such request shall not be counted as a Demand Registration to which the Holders are entitled pursuant to this Section 2). The time period for which the REIT is required to prepare maintain the effectiveness of any Registration Statement pursuant to this Section 2 shall be extended by the aggregate number of days of all Delay Periods, all Hold Back Periods and file all Interruption Periods occurring during such Registration. The REIT shall not be entitled to initiate a Delay Period unless it shall concurrently (A) prohibit sales by other security holders under registration statements (other than Special Registration Statements, as defined below) filed by the REIT covering securities held by such other security holders and (B) in accordance with the REIT’s policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the REIT, subject to permitted exceptions stated in a formal policy adopted by the Board of Directors. The REIT may not postpone or suspend a filing pursuant to this Section 2 more than three times in any 12 month period and a period of at least 45 days shall elapse between the termination of any Delay Period, Hold Back Period or Interruption Period and the commencement of the immediately succeeding Delay Period. (e) Each of the Holders (other than the Holders initiating the relevant Demand Registration under Section 2(a)) may offer such Holder’s Registrable Shares under any such Demand Registration pursuant to this Section 2(e). The REIT shall (i) more as promptly as practicable but in no event later than two five days after the receipt of a Demand Notice, give written notice thereof to all of the Holders (2) other than the Holders initiating such Demand Registration Statements Registration), which notice shall specify the number of Registrable Shares subject to the Demand Notice, the names and notice information of the Holders initiating such Demand Registration, the intended method of disposition of such Registrable Shares and any other information that at the time would be appropriate to include in any twelve-month period, such notice and (ii) any Demand subject to Section 2(f), include in the Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to such Demand Registration all of the Registrable Shares requested by such Holders for inclusion in such Registration Statement from whom the REIT has received a written request for inclusion therein within ten days of the receipt by such Holders of such written notice referred to in clause (i) above. Each such request by such Holders shall specify the number of Registrable Shares proposed to be registered and such Holder shall send a copy of such request to the Holders initiating such Demand Registration. The failure of any other registration Holder to respond within such ten (10) day period referred to in clause (ii) above shall be deemed to be a waiver of such Holder’s rights agreement to which the Company is a party or under this Section 2(e) with respect to such Demand Registration. Any Holder may waive its rights under this Section 2(e) prior to the sale expiration of such ten day period by giving written notice to the REIT, with a copy to the Holders initiating such Demand Registration. If a Holder sends the REIT a written request for inclusion of part or all of such Holder’s Registrable Shares in a registration, such Holder shall not be entitled to withdraw or revoke such request without the prior written consent of the REIT in its sole discretion unless, as a result of facts or circumstances arising after the date on which such request was made relating to the REIT or to market conditions, such Holder reasonably determines that participation in such registration would have a material adverse effect on such Holder. (f) Unless otherwise contractually required to do so, the REIT shall not include any securities that are not Registrable Shares in any Registration Statement filed pursuant to this Section 2 without the prior written consent of the Holders of a majority of the Registrable Shares outstanding, such consent not to be unreasonably withheld or delayed. If the offering is a firm commitment underwritten offering and the managing underwriter or underwriters participating in such offering advise the REIT that the total amount of securities requested to be included in such offering exceeds the amount which can be sold in such offering (the “Holder Target Amount”) without materially delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the number of Registrable Shares to be included in the offering described in this Section 2(f) may be reduced to the extent required to ensure the aggregate size of the offering does not exceed the Holder Target Amount, based on the following priorities: the REIT shall include in such registration first, the Registrable Shares of the Holders requested to be included therein (whether pursuant to Section 2(a) or 2(e)), and second (to the extent the amount of such securities to be sold by such other Persons is less than the Holder Target Amount), the Common Shares requested to be included in such registration by one or more such Persons, pro rata among such Persons on the basis of the number of Common Stock Shares owned by each such Person. Notwithstanding the Company above, the REIT (i) shall not grant, or permit any Person to exercise, registration rights in respect of a Demand Registration initiated by one or more Holders if such longer period Holder or Holders advise the REIT when they request the Demand Registration that (x) the distribution that is the subject of time the Demand Registration will be a continuous offering and (y) the distribution will be effected through one or more broker-dealers that is an Affiliate of the Advisor Parent and (ii) represents and warrants that no Person has any such right of the type described in clause (i) as may be specified in an underwriting agreement relating to such registration statement)of the date hereof.

Demand Registration. (a) After receipt Dynamic shall, within ninety (90) days after the consummation of the Merger, cause (a) registration statement in prescribed form under the 1933 Securities Act with respect to a written request from number of Shares equal to twenty- five percent (25%) of the total Merger Consideration, rounded up to the next higher round lot, to be prepared and filed with the SEC and any applicable state authority, to become and remain effective as provided herein to permit the valid pubic sale of the Shares by those Holders listed in Schedule 2 attached hereto in compliance with all such applicable securities laws pursuant to a public offering, which offering shall be managed by one or more New Holders requesting that underwriters of recognized national standing in the Company effect United States on a registration firm underwriting basis mutually acceptable to Dynamic and a majority of participating Holders. (a "Demand Registration"b) under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares Subject to be registeredSection 2(f), the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company Dynamic shall, as expeditiously as is practicable, but in any event no later than within thirty (30) days after the first anniversary of the consummation of the Merger, cause another registration statement in prescribed form under the 1933 Securities Act and the 1934 Exchange Act, with respect to a number of Shares equal to twenty-five percent (excluding any days which occur during a permitted Blackout Period under Section 6 below25%) after receipt of a written request for a Demand Registrationthe total Merger Consideration, file rounded up to the next higher round lot, to be prepared and filed with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for saleany applicable state authority, to the extent required become and remain effective as provided herein to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) valid pubic sale of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include Shares by any and all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating compliance with all such applicable securities laws pursuant to a public offering, which offering requests that the offering shall be underwritten with a managing underwriter selected managed by one or more underwriters of recognized national standing in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration United States on a pro rata firm underwriting basis (based on the number mutually acceptable to Dynamic and a majority of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securitiesparticipating Holders. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant Subject to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a2(f), (iii) Holders Dynamic will give written notice of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statementregistration statement referenced in clause (b) (which notice will include a list of jurisdictions in which Dynamic intends to attempt to qualify the offer and sale of Shares under applicable state securities laws) to each Holder at least forty-five (45) days before the anticipated filing date of the registration statement, withdrawn sufficient shares from and such notice will offer Holders the opportunity to include in such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions number of Section 3Shares as held by each Holder as each Holder may request, and allow any Holder to participate in such offer and sale of Shares so long as such Holder notifies Dynamic of its intentions within thirty (iv30) days after receipt of such written notice. If the offering total number of Registrable Securities pursuant Shares which Holders elect to such registration is not subject to any stop order, injunction or other order or requirement make available for sale exceed twenty-five percent (25%) of the SEC total Merger Consideration, each participating Holder will instead be permitted to offer for sale a reduced number of Shares determined on a proportionate basis based upon the aggregate number of Shares which the participating Holders desire to sell, which aggregate number will not exceed twenty-five percent (other than any such stop order, injunction, or other order or requirement 25%) of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c)total Merger Consideration. (d) Notwithstanding anything Dynamic may delay the filing of the registration statement referenced in clause (b) for up to 120 days, if in the good faith judgment of Dynamic's board of directors, the financing would be detrimental to a material transaction which has been approved by Dynamic's board of directors prior to filing of the applicable registration statement, or for up to ninety (90) days if the underwriters determine that it is not possible to sell the Shares subject to the contrary contained hereinproposed registration at a price equal to or greater than ninety percent (90%) of the average market price of such Shares during the last twenty (20) trading days prior to such determination. If Dynamic delays filing of such registration statement, it must provide each Holder an opportunity to consider participating in the Company shall delayed offering by delivering new written notices pursuant to the first sentence of clause (c). (e) A registration will not be considered to be one of the demand registrations required to prepare and file under this Agreement unless it has been kept continuously effective for a period of at least six (i6) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days months following the date on which such registration was declared effective, or such shorter period that will terminate when all of effectiveness the Shares covered by the registration have been sold pursuant to the terms of any other Registration Statement such registration. In the event that either the registration anticipated under clauses (a) or (iiib) any Demand Registration Statement above does not satisfy this criteria, Dynamic shall begin the registration process again in accordance with the provisions of this Agreement within 90 ninety (90) days following thereof; provided, that the date number of effectiveness Shares to be then registered will be reduced by the number of any other shares sold, if any, in the previously effective registration statement statements filed pursuant to any other registration rights agreement to which this Agreement. (f) In the Company is event either a party or with respect portion of the Merger Consideration held in escrow pursuant to the sale Escrow Agreement executed at Closing of the Merger is returned to Dynamic or, in the alternative, if additional shares of Dynamic Common Stock by other than those held in escrow are distributed to the Company Holders as contemplated under Section 2(c)(ii) of the Escrow Agreement, then the number of shares subject to registration pursuant to Section 2(b) of this 4 Registration Rights Agreement will be adjusted so that the total number of shares of Dynamic Common Stock registered pursuant to Section 2(a) and 2(b) hereof will equal a total of fifty percent (or such longer period 50%) of time as may be specified in an underwriting agreement relating the total Merger Consideration actually delivered to such registration statement)all Holders following completion of distributions from escrow.

Demand Registration. (a) After receipt Buyer, on its own behalf and on behalf of a the other Holders, may make up to two written request from one or more New Holders requesting that the Company effect a requests for registration (a "Demand Registration") under the Securities Act covering of all or any part of the Registrable Securities which specifies held by the intended method or methods of disposition thereof and Holders (each, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested proposed to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with be sold and will also specify the intended method or methods of disposition thereof, . A registration will not count as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating until it has become effective. Should a Demand Registration not become effective due to the failure of a public offering requests that Holder to perform its obligations under this Exhibit B or the offering be underwritten inability of the requesting Holders to reach agreement with a managing underwriter selected the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the manner set forth in Section 14 below and such managing underwriter of such event the requesting Holders withdraw or do not pursue the request for the Demand Registration advises (in each of the Company foregoing cases, provided that at such time the Corporation is in writing that, compliance in all material respects with its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"obligations under this Exhibit B), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis deemed to have been effected (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, provided that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the New Holders are included in such Demand Registration. If requesting Holders, then the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant a Demand Registration Statementand, withdrawn sufficient shares from pursuant to Section 2.01(a) hereof, such registration Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the remaining withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders requesting registration would not have been able reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to request registration under reacquire a Demand Registration may be exercised a maximum of two times. (c) If the provisions of Section 3Selling Holders so elect, and (iv) the offering of such Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c)unreasonably withheld. (d) Notwithstanding anything The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the contrary contained herein, Corporation in effecting the Company shall disposition of the Registrable Securities in a manner that does not be required unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) preempt any Demand Registration Statement with a primary registration by delivering written notice (within 90 five business days following after the date Corporation has received a request for such Demand Registration) of effectiveness such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by the Company (or such longer period of time exercising their piggyback registration rights as may be specified set forth in an underwriting agreement relating to such registration statement).Section 2.02

Demand Registration. (a) After receipt If on the date that is five years and nine months after the closing of a written the Merger (the "Demand Registration Rights Effective Date"), the Registrable Securities owned by the Beneficial Owners constitute at least 5% of the Trust's then outstanding shares (after giving effect to the redemption of any PREIT Class B Units held by the Beneficial Owners and the issuance of the Trust's shares therefor), then, subject to Section 3(e) below, at any time beginning on the Demand Registration Rights Effective Date the Beneficial Owners owning Registrable Securities then outstanding may unanimously request from one or more New Holders requesting in writing that the Company Trust effect a the registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities then outstanding pursuant to a registration statement on Form S-3 (or any similar short-form registration statement that is a successor to Form S-3), or in the Trust's sole discretion, any other appropriate form. The Trust shall use commercially reasonable efforts to prepare and file a registration statement under the Securities Act within sixty (60) days of the receipt by the Trust of such request from the Beneficial Owners. The Trust shall use commercially reasonable efforts to cause such registration statement to be declared effective by the Commission as promptly as shall be reasonably practicable after it has been filed, and the Trust shall use its commercially reasonable efforts to keep such registration statement effective until the earlier of (i) such time as all Registrable Securities included in such registration statement have been disposed of pursuant to the distribution thereunder or (ii) the 30th day following the effectiveness of such registration statement. The Trust shall be obligated to effect only one such Demand Registration for the Beneficial Owners. (b) Notwithstanding Section 3(a) above, the Trust may defer the filing of or effectiveness of the registration statement required by this Section 3 for a reasonable period of time not to exceed 180 days after a request by the Beneficial Owners to effect such registration if (i) the Trust is, at such time, in the process of pursuing an underwritten public offering of equity securities and is advised by the managing underwriter(s) that such offering would in its or their opinion be adversely affected by such filing or (ii) the Trust in good faith determines that any such filing or the offering of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Trust which specifies began prior to the intended method date on which a request for registration was made by the Beneficial Owners hereunder. (c) If the Beneficial Owners intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Trust as part of their request made pursuant to Section 3(a) above. In such event, the right of any Beneficial Owner to include its Registrable Securities in such registration shall be conditioned upon such Beneficial Owner's participation in such underwriting and the inclusion of such Beneficial Owner's Registrable Securities in the underwriting to the extent provided herein. All Beneficial Owners proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or methods underwriters selected for such underwriting by the Trust. Notwithstanding any other provision of disposition thereof this Section 3 to the contrary, if, in the case of a registration requested pursuant to Section 3(a) above, the managing underwriter for the offering advises the Beneficial Owners and the Trust that marketing factors require a limitation of the number of shares to be registeredunderwritten, then the Company Trust shall promptly notify so advise all Holders in writing Beneficial Owners of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof that would otherwise be underwritten pursuant to this Section 3hereto, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to may be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration underwriting shall be allocated first, pro rata among all the New Holders participating Beneficial Owners thereof desiring to participate in such Demand Registration on a pro rata basis underwriting (based on according to the number of Registrable Securities requested to be included in such Demand Registration sold by each New HolderBeneficial Owner), and, second, to the Existing Holders on a pro rata basis (based on the number of . No Registrable Securities requested by a Beneficial Owner to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may a registration pursuant to Section 3(a) shall be excluded from the underwriting unless all securities other than Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securitiesfirst excluded. (cd) New Holders The Trust shall be entitled to an aggregate of four bear all Registration Expenses (4as defined in Section 7 below) registrations of Registrable Securities in connection with any demand registration pursuant to this Section 3 (each3, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall whether or not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities)statement becomes effective; provided, however, that if the New Holders participating in such Demand Registration are not able to register Beneficial Owners request a demand registration and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registrationsubsequently withdraw their request, then such Demand Beneficial Owners shall either pay all Registration shall not be counted as one Expenses incurred in connection with such demand registration or forfeit the right to request another demand registration unless the withdrawal of such request is the result of facts or circumstances relating to the Trust that arise after the date on which such request was made and would have a material adverse effect on the offering of the five Demands for Registration provided for pursuant to this Section 3(c)Registrable Securities. (de) Notwithstanding anything any other provision contained herein to the contrary contained hereincontrary, the Company Trust shall not be required to prepare effect any demand registration pursuant to this Section 3 unless prior to the expiration of the thirty (30) day period commencing on the Demand Registration Rights Effective Date the Beneficial Owners (which Beneficial Owners, as required by Section 3(a) above, on the Demand Registration Rights Effective Date owned Registrable Securities which constituted at least 5% of the Trust's then outstanding shares after giving effect to the redemption of any PREIT Class B Units held by the Beneficial Owners and file the issuance of the Trust's shares therefor) unanimously either (i) more than two (2request in writing that the Trust immediately effect the registration under the Securities Act of the Registrable Securities then outstanding in accordance with Section 3(a) Demand Registration Statements in any twelve-month period, above or (ii) notify the Trust in writing of their election to preserve the future right of the Beneficial Owners to request a registration under the Securities Act of the Registrable Securities pursuant to this Section 3 above; it being understood and agreed that, in the event the Beneficial Owners elect to preserve the future right to request a demand registration under the Securities Act of the Registrable Shares pursuant to this Section 3 during such thirty (30) day period, the Trust's obligation to effect any Demand Registration Statement within 90 days following the date of effectiveness of shelf registration or to keep any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other shelf registration statement filed effective pursuant to any other Section 2 of this Agreement shall terminate immediately regardless of whether or not the Beneficial Owners thereafter exercise their right to request a demand registration rights agreement pursuant to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement)this Section 3.

Demand Registration. (a) After receipt Subject to the terms and conditions of this Agreement, including Sections 2(c), 2(d) and 2(g), if at any time the Company receives a written request from one or more New Holders requesting any Investor that the Company effect register under the Securities Act Registrable Securities, then the Company shall file, as promptly as reasonably practicable but no later than the applicable Filing Deadline, a registration (a "Demand Registration") statement under the Securities Act covering all or part Registrable Securities that such Investor requests to be registered. For the avoidance of doubt, CoyCo 1 and CoyCo 2 may make such a request for registration jointly, in which case each of CoyCo 1 and CoyCo 2, acting together, will be treated as the Investor requesting registration. 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 specifies case such registration shall be on another appropriate form for such purpose) and, if the intended method or methods Company is a WKSI as of disposition thereof and the number of shares Filing Deadline, shall be an Automatic Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the registration statement to be registereddeclared effective or otherwise to become effective under the Securities Act as soon as reasonably practicable but, in any event, no later than the Effectiveness Deadline, and shall use its commercially reasonable efforts to keep the registration statement continuously effective under the Securities Act until the earlier of (1) the date on which such Investor notifies the Company shall promptly notify all Holders in writing of that the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice statement have been sold or the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, offering therefor has been terminated or (2) three years if the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request registered for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of resale the Registrable Securities so registered; providedon Form S-3 in satisfaction of such demand or (z) fifty (50) Business Days following the date on which such registration statement was declared effective by the SEC, however, that if the aggregate value of Company is neither a WKSI nor then eligible to use Form S-3 and registered for resale the Registrable Securities requested on Form S-1 or other applicable form in satisfaction of such demand; provided that each period specified in clause (2) of this sentence shall be extended automatically by one (1) Business Day for each Business Day that the use of such registration statement or prospectus is suspended by the Company pursuant to be registered any Suspension Period, pursuant to (ie) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand or pursuant to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such timeSection 5(i). (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating any Investor intends to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration distribute the Registrable Securities that covered by such Investor’s request by means of an underwriting, (i) such Investor shall so advise the Participating Demand Holders Company as a part of its request made pursuant to Section 2(a) and (ii) such Investor shall have requested the right to appoint the book-running, managing and other underwriter(s) in consultation with the Company. (c) IHC shall have the right to effect only one demand registration pursuant to a registration statement on Form S-3 only pursuant to this Section 2. The Company shall not be registered thereunder only required to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on effect a pro rata basis demand registration at TCP-ASC’s request pursuant to this Section 2 (based on A) unless the number of Registrable Securities requested to be included in such Demand Registration by each New Holderregistered hereunder represents the lesser of 7% of the then-outstanding Common Stock, or, if the Investor reasonably determines that it is an “affiliate” pursuant to Rule 144 of the Securities Act (or is otherwise subject to volume or manner of sale restrictions pursuant to Rule 144 of the Securities Act), and, second, the number of Registrable Securities owned by the Investor and (B) (i) after the Company has effected five registrations at TCP-ASC’s request pursuant to this Section 2 after the Existing Holders date hereof (of which no more than three may be on a pro rata basis form other than Form S-3), and each of such registrations has been declared or ordered effective and kept effective by the Company as required by Section 5(a); or (based on ii) more than three times at TCP-ASC’s request during any twelve month period. (d) The Company shall not be required to effect a demand registration at CoyCo 1’s or CoyCo 2’s request pursuant to this Section 2 (A) unless the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holderregistered hereunder represents the lesser of 7% of the then-outstanding Common Stock, or, if the Investor reasonably determines that it is an “affiliate” pursuant to Rule 144 of the Securities Act (or is otherwise subject to volume or manner of sale restrictions pursuant to Rule 144 of the Securities Act); provided, however, that in no event may the number of Registrable Securities held owned by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, Investor and (B) (i) after the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to has effected an aggregate of four (4) registrations at the request of Registrable Securities CoyCo 1 or CoyCo 2 pursuant to this Section 3 2 (eachof which no more than one may be on a form other than Form S-3), and each of such registrations has been declared or ordered effective and kept effective by the Company as required by Section 2(a); or (ii) more than three times at CoyCo 1 and CoyCo 2’s request during any twelve month period; provided, that, notwithstanding the limitation in clause (i), CoyCo 1 and CoyCo 2 shall, acting together, have the right to require the Company to effect an additional demand registration if CoyCo 1 and CoyCo 2 are, in the aggregate, unable to sell at least 85% of the Common Stock they desire to sell in any particular offering as a "Demand for Registration") in addition to result of an Underwriter Cutback. For the Shelf Registration Statement pursuant to Section 2; provided that a avoidance of doubt, any registration requested pursuant to this Section 3 jointly by CoyCo 1 and CoyCo 2 shall not be deemed to have been effected count as a single registration for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c2(d). (de) Notwithstanding anything to the contrary contained hereinin this Agreement, (1) upon notice to the demanding Investor and any Investor that has provided a Sales Notice pursuant to Section 6(a), the Company may delay the Filing Deadline and/or the Effectiveness Deadline with respect to, or suspend the effectiveness or availability of, any registration statement for up to ninety (90) days in the aggregate in any twelve-month period (a “Suspension Period”) if the Company would have to make an Adverse Disclosure in connection with the registration statement; provided that any suspension of a registration statement pursuant to Section 6(b) shall be treated as a Suspension Period for purposes of calculating the maximum number of days of any Suspension Period under this (e); and (2) upon notice to the demanding Investor, the Company may delay the Filing Deadline and/or the Effectiveness Deadline with respect to any registration statement for a period not to exceed thirty (30) days prior to the Company’s good faith estimate of the launch date of, and ninety (90) days after the closing date of, a Company initiated registered offering of equity securities (including equity securities convertible into or exchangeable for Common Stock and any offering of equity securities that triggers rights under Section 5 of the TCP-ASC Investor Rights Agreement or the CoyCo Investor Rights Agreement); provided that (i) the Company is actively employing in good faith all commercially reasonable efforts to launch such registered offering throughout such period, (ii) such demanding Investor is afforded the opportunity to include Registrable Securities in such registered offering in accordance with Section 3) and (iii) the right to delay or suspend the effectiveness or availability of such registration statement pursuant to this clause (2) shall not be required to prepare and file (i) exercised by the Company more than two twice in any twelve-month period and not more than ninety (290) Demand Registration Statements days in the aggregate in any twelve-month period, (ii) . If the Company shall delay any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed Filing Deadline pursuant to this clause (e), such demanding Investor may withdraw the demand therefor at any other registration rights agreement time so long as such delay is then continuing by providing written notice to which the Company is to such effect, and any demand so withdrawn shall not count as a party or with respect demand for registration for any purpose under this Section 2, including Section 2(c) and 2(d). (f) Notwithstanding anything to the sale of Common Stock by the Company (or such longer period of time as may be specified contrary in an underwriting agreement relating to such registration statement)this Agreement, LifePoint shall not have any rights under this Section 2.

Demand Registration. (a) After receipt Buyer, on its own behalf and on behalf of a the other Holders, may make up to three written request from one requests for registration under the Securities Act of all or more New any part of the Registrable Securities held by the Holders requesting that the Company effect a registration (each, a "Demand Registration"); provided that (i) under no Demand Registration may be requested within 180 days after the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written preceding request for a Demand Registration, file and (ii) each Demand Registration must be (x) in respect of Registrable Securities with a fair market value of at least $10,000,000 or (y) in respect of all remaining Registrable Securities and have a fair market value of at least $5,000,000 and, provided further, at the SEC request of the Corporation, Buyer and use its reasonable best efforts Holders shall accept in lieu of one of the Demand Registrations, an agreement by the Corporation to cause to be declared effective a registration statement (permit sales of Registrable Securities under a "Demand Registration Statement") relating to all shelf registration" under Rule 415 if such registration remains continuously effective for a period of not less than 180 days. Such request will specify the aggregate number of shares of Registrable Securities that the Company has been so requested proposed to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with be sold and will also specify the intended method or methods of disposition thereof, . A registration will not count as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to until it has become effective; provided should a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises not become effective due to the Company in writing that, in failure of a Holder to perform its opinion, obligations under this Exhibit B or the number inability of securities the requesting Holders to be included in such offering is greater than reach agreement with the total number of securities which can be sold therein without having a material adverse effect on underwriters for the distribution of such securities or otherwise having a material adverse effect on the marketability thereof proposed sale (the "Maximum Number Underwriters") on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of Securities"the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis deemed to have been effected (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, provided that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in if the Demand Registration does not become effective because of a Material Adverse Effect that occurs subsequent to the date of the written request made by the New Holders are included in such Demand Registration. If requesting Holders, then the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected effected). (b) In the event that Buyer withdraws or does not pursue a request for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant a Demand Registration Statementand, withdrawn sufficient shares from pursuant to Section 2.01(a) hereof, such registration Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the remaining withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Selling Holders requesting registration would not have been able reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to request registration under reacquire a Demand Registration may be exercised only once. (c) If the provisions of Section 3Selling Holders so elect, and (iv) the offering of such Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with any offering under this Section 2.01, subject to the Corporation's approval, which approval shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c)unreasonably withheld. (d) Notwithstanding anything The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Common Stock, and agree to reasonably cooperate with the contrary contained herein, Corporation in effecting the Company shall disposition of the Registrable Common Stock in a manner that does not be required unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) preempt any Demand Registration Statement with a primary registration by delivering written notice (within 90 five business days following after the date Corporation has received a request for such Demand Registration) of effectiveness such intention to Buyer indicating that the Corporation has identified a specific business need and use for the proceeds of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as the Holders' Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights. The Corporation may exercise the Company (or such longer right to preempt only twice in any 360-day period; provided, that during any 360 day period there shall be a period of time as at least 120 consecutive days during which the Selling Holders may be specified in an underwriting agreement relating to such registration statement)effect a Demand Registration.

Demand Registration. At any time and from time to time on or after the Effective Date, (a) After receipt BALAH, BAII or BANZHI may request on behalf of a written request from one or more New Holders requesting that the Company effect a registration (a "Demand Registration") under the Securities Act covering all or part any member of the Registrable Securities which specifies the intended method Verizon Shareholder Group or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing any Affiliate of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Verizon Shareholder Group beneficially owning Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance Corporation on two separate occasions file a Registration Statement with the intended method or methods thereof, as aforesaidSEC and/or any other Governmental Entity for a bona-fide underwritten public offering and on one occasion a "shelf" registration for sale in a bona-fide public offering for a period not to exceed 180 days and (b) Vodafone may request on behalf of any member of the Vodafone Shareholder Group or any Affiliate of the Vodafone Shareholder Group beneficially owning Registrable Securities so registeredthat the Corporation on two separate occasions file a Registration Statement with the SEC and/or any other Governmental Entity for a bona-fide underwritten public offering and on one occasion a "shelf" registration for sale in a bona-fide public offering for a period not to exceed 180 days; provided, however, that an "occasion" shall be deemed to have occurred for purposes of this sentence only if such offering went effective and closed or failed to close after going effective because of the aggregate value failure by the Registration Rightsholder that requested the subject registration to satisfy a closing condition that was in its sole control. In case the Corporation shall receive from either BALAH, BAII, BANZHI or Vodafone, at any time on or after the Effective Date, a written request that the Corporation file a Registration Statement with the SEC and/or any other Governmental Entity and effect any registration, qualification or compliance with applicable federal, state or other securities laws, with respect to all or a part of the Registrable Securities, the Corporation will: (i) promptly give written notice of the proposed registration, qualification or compliance to all Registration Rightsholders; and (ii) use its diligent good faith efforts to effect, as soon as practicable, all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under the applicable state or other securities laws and appropriate compliance with exemptive regulations issued under any law (including, without limitation, the Securities Act) and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as is specified in such request, together with all or such portion of the Registrable Securities of any other Registration Rightsholder or Registration Rightsholders joining in such request as is specified in a written request received by the Corporation within 30 days after such written notice by the Corporation is delivered. Subject to the foregoing, the Corporation shall prepare and file a Registration Statement with the SEC and/or any other Governmental Entity covering the Registrable Securities so requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing thatas soon as practicable and, in its opinionany event, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company after such request is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement)received.

Demand Registration. i) At the later to occur of (aI) After receipt one year following the closing of any initial public offering of the Company=s securities, and (ii) that date upon which the Company is eligible to register the Warrant Shares for resale on a Form S-3, the Holder may deliver a written request from one or more New Holders requesting that (the Company effect a registration (a "Demand RegistrationNotice") under executed by the Securities Act covering all or part Holder and requesting registration of the Registrable Securities which specifies resale by Holder of all of the intended method or methods Purchased Shares. As soon as practicable after receipt of disposition thereof and the number of shares to be registeredNotice, the Company shall promptly notify all Holders in writing of the receipt of such request at its sole cost and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, expense file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares with the Commission on Form S-3 or any successor form, under the Securities Act, covering the issuance of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, Warrant Shares issuable to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) Holder upon exercise of the Registrable Securities so registered; provided, however, that Warrant or the aggregate value resale of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially Warrant Shares issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at Warrant by the Holder. The Company will use its best efforts to have such time. (b) If registration statement declared effective as soon as possible thereafter, and shall keep such registration statement current and effective until such time as the majority-in-interest Warrant Shares issuable upon exercise of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can Warrant may be sold therein by the Holder at any time without having a material adverse effect on the distribution of such securities restriction or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only pursuant to the extent provisions of Rule 144(k) of the number of Commission or until such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless earlier date as all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities Purchased Shares registered pursuant to such registration is not subject statement shall have been sold or otherwise transferred by the Holder to any stop order, injunction or other order or requirement a third party. The Company shall also prepare and file with the Commission such amendments and supplements to such registration statement (and the prospectus used in connection therewith) as may be necessary to update and keep such registration statement (and the prospectus used in connection therewith) current and effective for such three-year period and to comply with the provisions of the SEC (other than any Securities Act with respect to the sale of all securities covered by such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c)registration statement. (dii) Notwithstanding anything to the contrary contained herein, the The Company shall not be required to prepare effect a registration pursuant to this Section 11(a): (I) after the Company has effected one (1) registration pursuant to this Section 11(a), and file such registration has either (iA) more than two been declared or ordered effective or (2B) Demand Registration Statements in any twelve-month period, the request for such registration has been subsequently withdrawn by the Holder (and such withdrawal is not based on materially adverse information concerning the Company of which the Holder was not reasonably aware at the time of such request); or (ii) if the Warrant Shares issuable upon exercise of the Warrant may be sold by the Holder at any Demand Registration Statement within 90 days following time without restriction or pursuant to the date provisions of effectiveness of any other Registration Statement Rule 144(k); or (iii) any Demand Registration Statement within 90 days if Form S-3 (or a successor or similar form) is not available for such offering by the Holder; or (iv) if the Company shall furnish to the Holder following receipt of his written request for registration, a certificate signed on behalf of the date Board of effectiveness Directors by the Chairman of any other the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed pursuant and it is therefore essential to any other registration rights agreement to which defer the Company is a party or with respect to the sale filing of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement), in which event the Company shall have the right to defer such filing for a period of not more than one hundred eighty (180) days after receipt of the Holder's request for registration.

Demand Registration. (a) After receipt of If the Company fails to complete the Subsequent Offering (as defined in the Note) by October 31, 2006, then upon written notice (a written request “Demand”) from one a Holder or more New Holders requesting that the Company effect a the registration (a "Demand Registration") under the Securities Act covering of any or all or part of the Registrable Securities held by such Holder or Holders, which specifies notice shall specify the intended method or methods of disposition thereof and the number of shares to be registeredsuch Registrable Securities, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holdershall, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from days after receiving the date Holder’s or Holders’ Demand, give written notice (the “Request Notice”) of such Holder's receipt of registration request to all other Holders. The Request Notice shall offer to each such Holder the aforementioned notice from the Company) opportunity to have all or part of such Holder's Registrable Securities included include in such registration thereof pursuant to this Section 3, and statement such Holder shall specify in such notice the number of Registrable Securities that as each such Holder elects may request within ten (10) days after the date of the Request Notice, subject to include in the limitations of this Section 2 and the other provisions of this Agreement. As promptly as possible after such registration. Thereuponten (10) day period, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and shall use its reasonable best efforts Best Efforts to cause to be declared effective a effect, in the manner set forth in Section 4 hereof, the registration statement (a "Demand Registration Statement") relating to under the Securities Act of all shares of such Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereofof disposition stated in the Holder’s or Holders’ request, as aforesaidprovided that: (i) while a registration request is pending pursuant to this Section 2(a), the Company, with the prior approval of a majority of the Registrable Securities so registered; providedCompany’s Board of Directors, howevermay delay commencing to effect such registration until 60 days after receipt of notice of such request if the Board of Directors determines, in good faith, that the aggregate value filing of a registration statement at the time of such request would be materially detrimental to the Company such that such filing would have a material adverse effect upon the ability of the Registrable Securities Company to consummate a material acquisition or other comparable extraordinary transaction, provided that the Company shall not be permitted to delay a requested to be registered registration in reliance on this clause (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, more than once in any twelve (12) month period; and (ii) the Company shall not be at least 25% obligated to file a registration statement relating to a registration request pursuant to this Section 2(a) within a period of two (2) months after the effective date of any other registration statement of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such timeCompany demanded pursuant to this Section 2(a). (b) If In the majority-in-interest of event that any registration pursuant to this Section 2 shall involve, in whole or in part, an underwritten offering, the Participating Demand Holders in a Demand Registration relating Holder initiating the demand pursuant to a public offering requests that Section 2(a) shall have the offering be underwritten with a managing right to designate an underwriter selected in as the manner set forth in Section 14 below and such sole lead managing underwriter of such Demand Registration advises the Company in writing thatunderwritten offering, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only subject to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, Company’s consent which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c)unreasonably withheld. (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).

Demand Registration. (a) After receipt Subject to the conditions of this Section 2.1, if at any time after March 14, 2012 the Company shall receive a written request from one a Holder or more New group of Holders requesting that the Company effect a registration (a "Demand Registration") register under the Securities Act covering all or part Shares with an aggregate value (based on the SC Trading Average) of the Registrable Securities which specifies the intended method or methods at least $1.0 million as of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such request (a “Demanding Holder's receipt ”) then the Company shall, subject to the limitations of this Section 2.1, effect, as promptly as reasonably practicable, the aforementioned notice from registration under the Securities Act of all Registrable Securities that the Holder requests to be registered. Any such requested registration shall hereinafter be referred to as a “Demand Registration” and any such registration statement filed with the SEC shall be referred to as a “Demand Registration Statement.” (b) If a demanding Holder so elects, an offering of Registrable Securities pursuant to a Demand Registration shall be in the form of an underwritten offering. Such demanding Holder shall have the right to select the managing underwriter or underwriters to administer the offering; provided such managing underwriter or underwriters shall be reasonably acceptable to the Company. (c) The Company shall not be required to have all or part of such Holder's Registrable Securities included in such effect a registration thereof pursuant to this Section 32.1: (i) after the Company has effected five (5) registrations pursuant to this Section 2.1, and each of such Holder shall specify in such notice registrations has been declared or ordered effective and kept effective by the number Company as required by Section 2.4(a) of this Agreement; (ii) with respect to a registration of Registrable Securities that such Holder elects to include in such registration. Thereupon, during the Company shall, as expeditiously as is practicable, but in any event no later than period starting with the date thirty (30) days prior to the Company’s good faith estimate of the launch date of, and ending on a date ninety (excluding 90) days after the closing date of, a Company-initiated registered offering of equity securities or securities convertible into or exchangeable for equity securities; provided that the Company is actively employing in good faith all commercially reasonable efforts to launch such registered offering; (iii) during any Scheduled Black-out Period; (iv) if the Company has notified the Holder that in the good faith judgment of the Company, it would be materially detrimental to the Company or its securityholders for such registration to be effected at such time or (v) if the filing or initial effectiveness of a Demand Registration Statement at any time would require the Company to make disclosure of any event that the Board of Directors of the Company determines would not be in the best interests of the Company and its shareholders due to a pending transaction, investigation or other event, including any public disclosure of material non-public information, where such disclosure would, at that time, materially adversely affect the Company and its shareholders, in which events described above in clauses (ii), (iv) and (v), the Company shall have the right to defer such filing for a period of not more than ninety (90) days which occur during a permitted Blackout Period under Section 6 below) after receipt of the request of the Holder; provided that such right to delay a written request shall be exercised by the Company for not more than two periods in any twelve (12) month period and not more than ninety (90) days in the aggregate in any twelve (12) month period. (d) Promptly upon receipt of any request for a Demand RegistrationRegistration pursuant to Section 2.1(a) (but in no event more than five Business Days thereafter), file with the SEC and use its reasonable best efforts to cause to be declared effective Company shall deliver a registration statement written notice (a "“Demand Notice”) of any such registration request to all other Holders of Registrable Securities, and the Company shall include in such Demand Registration Statement"all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten Business Days after the date that the Demand Notice has been delivered. All requests made pursuant to this Section 2.1(d) relating to all shares shall specify the aggregate amount of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with be registered and the intended method of distribution of such securities. (e) If the managing underwriter or methods thereof, as aforesaid) underwriters of a proposed underwritten offering of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders included in a Demand Registration relating to a public offering requests that advise the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter Board of such Demand Registration advises Directors of the Company in writing that, in its or their opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, exceeds the number that can be sold in such offering without being likely to the Existing Holders on have a pro rata basis (based significant adverse effect on the number price, timing or distribution of Registrable Securities requested the securities offered or the market for the securities offered, the securities to be included in such Demand Registration by each Existing Holder); providedshall be: (i) first, however, that in no event may up to 100% of the Registrable Securities held by that the Existing demanding Holder proposes (or Holders propose) to include in the Demand Registration; (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters can be included sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Demand Registration unless based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner); and (iii) third, and only if all the securities referred to in clause (ii) have been included, the number of securities that the Company proposes to include in such registration that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. (g) Any registration pursuant to this Section 2.1 may be required by the demanding Holders to be effected by means of a shelf registration statement filed with the SEC if the Company qualifies to file using either (i) Form F-3 or S-3 or (ii) any successor form or other appropriate form under the Securities Act (a “Shelf Registration Statement”) relating to any or all of the Registrable Securities requested in accordance with the methods and distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act. The Company shall use its commercially reasonable efforts to cause any Shelf Registration Statement to remain effective, including by filing extensions of the Shelf Registration Statement, until the termination of the period contemplated in Section 2.6. The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be included in usable by Holders until the Demand Registration by earlier of (i) the New Holders are included in such Demand Registration. If the amount date as of such which all Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities have been sold pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant or another registration statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 24(3) of the Securities Act and Rule 174 thereunder) and (ii) until the termination of the period contemplated in Section 2.6. (h) If the continued use of such Shelf Registration Statement at any time would require the Company to make disclosure of any event that the Board of Directors of the Company determines would not be in the best interests of the Company and its shareholders due to a pending transaction, investigation or other event, including any public disclosure of material non-public information, where such disclosure would, at that time, materially adversely affect the Company and its shareholders, the Company may, upon giving at least ten days’ prior written notice of such action to the Holders, suspend all Holders’ ability to use the Shelf Registration Statement (a “Shelf Suspension”); provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required permitted to prepare and file (i) exercise a Shelf Suspension for more than two (2) Demand Registration Statements periods in any twelve-twelve (12) month period and not more than ninety (90) days in the aggregate in any twelve (12) month period. In the case of a Shelf Suspension, (ii) the Holders agree to suspend use of the applicable prospectus in connection with any Demand Registration Statement within 90 days following sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the date of effectiveness notice referred to above. The Company shall immediately notify the Holders upon the termination of any other Registration Statement Shelf Suspension, amend or (iii) supplement the prospectus, if necessary, so it does not contain any Demand Registration Statement within 90 days following the date of effectiveness of any other registration material untrue statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect omission and furnish to the sale Holders such numbers of Common Stock by copies of the Company (prospectus as so amended or such longer period of time supplemented as the Holders may be specified in an underwriting agreement relating to such registration statement)reasonably request.

Demand Registration. (a) After receipt Subject to the conditions of this Section 4.1, if the Corporation shall receive at any time after one hundred eighty (180) days after the effective date of an initial public offering of the Common Stock, a written request from one or more New Holders requesting Investor Parties holding a majority of the Common Stock on a Fully Diluted Basis held by all Investor Parties that the Company effect Corporation file a registration (a "Demand Registration") statement under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects held by the Investor Parties with an anticipated aggregate offering price (net of underwriting discounts and commissions) of at least US$10,000,000, then the Corporation shall, subject to include in such registration. Thereuponthe limitations of this Section 4.1, use all commercially reasonable efforts to effect, as soon as practicable, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period registration under Section 6 below) after receipt the Securities Act of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested Investor Parties request to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such timein a written request. (b) If Notwithstanding the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinionforegoing, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, Corporation shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled required to an aggregate of four (4) registrations of Registrable Securities effect a registration pursuant to this Section 3 4.1: (each, a "Demand for Registration"i) in addition any particular jurisdiction in which the Corporation would be required to execute a general consent to service of process in effecting such registration, unless the Shelf Registration Statement pursuant Corporation is already subject to Section 2service in such jurisdiction and except as may be required under the Securities Act; provided that a registration requested or (ii) after the Corporation has effected three (3) registrations pursuant to this Section 3 shall not be deemed to 4.1, and such registrations have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), or ordered effective; or (iii) Holders of Registrable Securities included in such registration have not, during the period starting with the date sixty (60) days prior to the Corporation’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the relevant Demand Registration Statementeffective date of a Corporation-initiated registration subject to Section 4.2 below, withdrawn sufficient shares from provided that the Corporation is actively employing in good faith all commercially reasonable efforts to cause such registration such that the remaining Holders requesting registration would not have been able statement to request registration under the provisions of Section 3, and become effective; or (iv) if the offering Corporation shall furnish to Investor Parties a certificate signed by the Corporation’s Chief Executive Officer or Chairman of Registrable Securities pursuant the Board stating that in the good faith judgment of the Board, it would be materially detrimental to the Corporation and its stockholders for such registration is statement to be effected at such time, in which event the Corporation shall have the right to defer such filing for a period of not subject to any stop order, injunction or other order or requirement more than sixty (60) days after receipt of the SEC request of the Investor Parties, provided that such right shall be exercised by the Corporation not more than once in any twelve (12)-month period and provided further that the Corporation shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than any such stop ordera registration relating solely to the sale of securities of participants in a Corporation stock plan, injunction, a registration relating to a corporate reorganization or other order or requirement transaction under Rule 145 of the SEC prompted by act or omission of Holders of Registrable Securities); providedSecurities Act, however, a registration on any form that if does not include substantially the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested same information as would be required to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to covering the sale of the Registrable Securities, or a registration in which the only Common Stock by the Company (or such longer period being registered is Common Stock issuable upon conversion of time as may be specified in an underwriting agreement relating to such registration statementdebt securities that are also being registered).

Demand Registration. (a) After receipt of a written If at any time the Purchaser shall request from one or more New Holders requesting that the Company effect a registration in writing (each, a "Demand RegistrationDemand") ), to register under the Securities Act covering all or part a specified number of Registrable Securities (including Registrable Securities to be used to settle a Derivative Security), the Company shall use its best efforts to effect the registration under the Securities Act of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required as soon as reasonably practicable so as to permit the disposition sale thereof, and in connection therewith shall prepare and file a Registration Statement with the SEC under the Securities Act to effect such registration; provided, that each such request shall (i) specify the number of shares of Registrable Securities intended to be offered and sold, (ii) describe the nature or method of the proposed offer and sale thereof, and (iii) contain the undertaking of the Purchaser to provide all such information and materials and take all such action as may be required in order to permit the Company to comply with all applicable requirements of the SEC and to obtain any desired acceleration of the effective date of such Registration Statement. Except as provided in the following sentence, the Company agrees not to grant to any other person registration rights pursuant to which such person would have the right to register shares of Common Stock on a Registration Statement filed by the Company pursuant to the exercise of the Purchaser's rights under this Agreement. The Purchaser agrees that the Company may grant to the "Holders" (as that term is defined in each of the Registration Rights Agreement between the Company and Bell Xxxantic Corporation, dated February 2, 2000 (xxx "Xxxx Xxxxxxxx Xxxeement") and the Registration Rights Agreement between the Company and Cable and Wireless plc, dated February 2, 2000 (the "C&W Agreement")) the right to register shares of Common Stock on a Registration Statement filed by the Company pursuant to the exercise of the Purchaser's rights under this Section 2.01 of this Agreement, provided, that, so long as this Agreement or any successor agreement remains in full force and effect (a) such registrations are effected in accordance with the intended method or methods thereof, as aforesaidterms of Section 2.2(b) of the Registrable Securities so registered; provided, however, that the aggregate value Bell Xxxantic Agreement or Section 2.2(b) of the Registrable Securities requested to be registered (i) be at least $2,500,000C&W Agreement, based on as the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is madecase may be, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. and (b) If the majority-in-interest neither Section 2.2(b) of the Participating Demand Holders Bell Xxxantic Agreement nor Section 2.2(b) of the C&W Agreement is modified or amended in a Demand Registration relating to a public offering requests manner that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent Purchaser without the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all prior written consent of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of SecuritiesPurchaser. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).

Demand Registration. (a) After receipt At any time after the initial public offering of a written request from one or more New Holders requesting that the Company effect a ADSs representing interests in the Company’s Ordinary Shares pursuant to an effective registration (a "Demand Registration") under the Securities Act covering all or part Act, the holders of the Registrable Securities which specifies may notify the intended method Company that they intend to offer or methods of disposition thereof and the number of shares cause to be registeredoffered for public sale all or any portion of their Registrable Securities in the manner specified in such request. Upon receipt of such request, the Company shall promptly notify all Holders in writing of the receipt deliver notice of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within all Investors holding Registrable Securities who shall then have ten (10) Business Days from days to notify the date Company in writing of such Holder's receipt of the aforementioned notice from the Company) their desire to have all or part of such Holder's Registrable Securities be included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. ThereuponIf the request for registration contemplates an underwritten public offering, the Company shall, as shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon such Person’s participation in such underwritten public offering and the inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its best efforts to expeditiously as is practicable, effect (but in any event no later than thirty sixty (3060) days after such request) the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act, but only to the extent provided for in this Agreement; provided however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than (excluding a) five (5) times over the course of any twelve (12) month period for the holders of the Registrable Securities as a group or (b) such other greater number of times as agreed upon by the Investors then holding Registrable Securities and the Company. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days which occur during a permitted Blackout Period under Section 6 below) after receipt the effective date of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (filed by the Company covering a "Demand Registration Statement") relating to all shares firm commitment underwritten public offering in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 4 and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this Section 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission; provided however, that the participating Investors holding a majority of the Registrable Securities being registered by all participating Investors (a “Participating Majority”) may request, in writing, that the Company withdraw a registration statement which has been so requested filed under this Section 2(a) but has not yet been declared effective, and a Participating Majority may thereafter request the Company to register by reinstate such Holders ("Participating Demand Holders") for saleregistration statement, to if permitted under the extent required to permit Securities Act, or the disposition (holders of Registrable Securities may request that the Company file another registration statement, in accordance with the intended method or methods thereof, as aforesaid) procedures set forth herein and without reduction in the number of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such timeregistrations permitted under this Section 2(a). (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a requested registration involves an underwritten public offering requests that and the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises offering determines in good faith that the Company in writing thatnumber of securities sought to be offered should be limited due to market conditions, in its opinion, then the number of securities to be included in such underwritten public offering is greater shall be reduced to a number deemed satisfactory by such managing underwriter; provided, that the shares to be excluded shall be determined in the following order of priority: (i) persons not having any contractual or other right to include such securities in the registration statement, (ii) securities held by any other Persons (other than the total number holders of securities which can be sold therein without Registrable Securities) having a material adverse effect on the distribution of contractual, incidental “piggy back” right to include such securities or otherwise having a material adverse effect on in the marketability thereof registration statement, (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested iii) securities to be registered thereunder only by the Company pursuant to such registration statement, (iv) pro rata based on the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall to be allocated first, among all sold by the New Holders participating in such Demand Registration on a pro rata basis (based on the number holders of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled With respect to a request for registration pursuant to Section 2(a) which is for an aggregate underwritten public offering, all of four (4) registrations of the Investors selling Registrable Securities in such underwritten public offering will have the collective right to choose the managing underwriter for such underwritten public offering. 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 twenty (120) days following the effective date of any registration required pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).

Demand Registration. (a) After receipt of 2.1 Subject to Sections 2.4 and 2.5, if at any time after one year has elapsed from the date the Company first consummates a Public Offering pursuant to a registration statement on Form S-1 or Form SB-2, the Company shall receive a written request therefor from one the record holder or more New Holders requesting that holders of an aggregate of at least 51% of the Registrable Securities, the Company effect shall prepare and file a registration (a "Demand Registration") statement under the Securities Act covering such number of Registrable Securities as are the subject of such request and shall use its best efforts to cause such registration statement to become effective. Upon the receipt of a registration request meeting the requirements of this Section 2.1, the Company shall promptly give written notice to all or part other record holders of Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such additional Registrable Securities as such other record holders request in writing within thirty (30) days after the date of the Company's written notice to them. If (a) the holders of a majority of the Registrable Securities for which specifies registration has been requested pursuant to this Section 2.1 determine for any reason not to proceed with the intended method registration at any time before the related registration statement has been declared effective by the Commission, (b) such registration statement, if theretofore filed with the Commission, is withdrawn and (c) the holders of the Registrable Securities subject to such registration statement agree to bear their own Registration Expenses incurred in connection therewith and to reimburse the Company for the Registration Expenses incurred by it in such connection or methods if such registration statement, if theretofore filed with the Commission, is withdrawn at the initiative of disposition thereof and the number Company, then the holders of shares the Registrable Securities shall not be deemed to have exercised their demand registration right pursuant to this Section 2.1. 2.2 At the request of the holders of a majority of the Registrable Securities to be registered, the Company shall promptly notify method of disposition of all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3shall be an underwritten Public Offering. The managing underwriter of any such Public Offering shall be selected by the Company. If in the good faith judgment of the managing underwriter of such Public Offering, and such Holder shall specify in such notice the inclusion of all of the Registrable Securities the registration of which has been requested would interfere with their successful marketing, the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can Public Offering shall be sold therein without having a material adverse effect on reduced, pro rata, among the distribution of such securities or otherwise having a material adverse effect on the marketability requesting holders thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested proportion to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of their respective requests for registration. Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares so excluded from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).underwritten

Demand Registration. (a) After the earlier of the first anniversary ------------------- of the Initial Public Offering Date and May 15, 1997, upon receipt of a the written request from of one or more New Registration Rights Holders requesting (as defined in section 12.2) (the "Initiating Holders") that the Company effect the registration under the 1933 Act of all or part of such Initiating Holders' Shares having a current per share market price of not less than $50,000,000 (a "Demand Request"), the Company shall promptly give written notice of such Registration Request to all other Registration Rights Holders, if any, and thereafter shall use all reasonable efforts to file a registration statement on a form to be selected by the Company and to effect the registration under the 1933 Act of the Shares designated in the Demand Request (a "Demand Registration") under the Securities Act covering and all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, other Shares the Company shall promptly notify all has been requested to register by any other Registration Rights Holders in writing of entitled to request registration pursuant to section 10.2 (the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect ("Other Holders") by written notice sent request given to the Company within ten (10) Business Days from 15 calendar days after the date giving of such Holder's receipt of the aforementioned written notice from by the Company) . The Company shall be obligated to have all or part effect three Demand Registrations; however, notwithstanding anything to the contrary in this agreement, if, for any reason (other than the fault of such any Registration Rights Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon), the Company shallregistration fails to become effective and provide for the distribution of all the Shares specified in the Demand Request, as expeditiously as or the effectiveness is practicable, but in any event no later than thirty (30) not maintained for at least 60 days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with section 10.4(e) or the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, howeverCompany fails to perform all its obligations under this section 10.1 with respect to that registration, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one reduce the number of Demand Registrations the Company was required to effect under this section 10.1 prior to that Demand Registration. The Company's obligations under this section 10.1 shall terminate on the earlier of the five Demands for Registration provided for pursuant to tenth anniversary of this Section 3(c). (d) Notwithstanding anything to agreement and the contrary contained hereinfirst date on which the Fraction is less than one-tenth, and the Company shall not be required obligated to prepare and file (i) effect more than two (2) one Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement)365 days.

Demand Registration. (a) After receipt At any time after the six month anniversary of the Registration Date: (i) Shareholders owning a majority of the then outstanding Registrable Shares may on two occasions give the Company written request from one notice (a “Demand Notice”) requiring the Company to file a Registration Statement covering the sale or more New Holders requesting distribution of, at such Shareholders’ option, either (x) ADSs representing the Registrable Shares owned by such Shareholders, or (y) in the event that the Company effect a registration (a "Demand Registration") shall have previously registered under the Securities Act covering all or part the sale to the public of preferred shares, the Registrable Securities which specifies Shares owned by such Shareholders, in either case, that are identified in the intended Demand Notice in accordance with any reasonable and lawful method or methods of disposition thereof distribution selected by them; and the number of shares to be registered, (ii) the Company shall promptly notify all Holders in writing of the within 10 days after receipt of such Demand Notice give written notice to the other Shareholders of their right to include in such Registration Statement any Registrable Shares owned by them (or ADSs representing any Registrable Shares owned by them, as applicable) that such Shareholders shall request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (the Company to include therein by written notice sent given to the Company within ten (10) Business Days from the date no more than 20 days after receipt of such Holder's receipt of the aforementioned notice from the Company) . The Company shall thereafter use its commercially reasonable efforts to have all or part effect the registration of such Holder's the Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Shares (and/or ADSs representing any Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shallShares owned by them, as expeditiously applicable) identified by the Shareholders in the preceding clauses (i) and (ii) as is soon as practicable, but in any event no later than thirty (30) within 90 days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after from receipt of a written request for a the Demand RegistrationNotice. If the method of distributing the offering is an underwritten public offering, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by may designate the managing underwriter for such Holders ("Participating Demand Holders") for saleoffering, subject to the extent required to permit approval of the disposition (in accordance with the intended method or methods thereof, as aforesaid) Shareholders holding a majority of the Registrable Securities so registered; provided, however, that Shares included referred to in the aggregate value of the Registrable Securities requested Demand Notice (such approval not to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such timeunreasonably withheld). (b) If The Company shall not be obligated to use its commercially reasonable efforts to file and cause to become effective: (i) more than two Registration Statements initiated pursuant to Section 2(a); or (ii) any Registration Statement pursuant to Section 2(a) during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the majority-in-interest of Securities Act or any successor forms thereto) pursuant to which New Preferred Shares or ADSs representing New Preferred Shares are to be or were sold under the Participating Demand Holders Securities Act (A) has been filed and not withdrawn or has been declared effective within the prior 180 days and (B) in a Demand Registration relating to a public offering requests connection with any such registration statement that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises has not been declared effective, the Company is in writing that, in its opinion, the number of securities good faith using commercially reasonable efforts to be included in cause such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof registration statement to become effective. (the "Maximum Number of Securities"c) With respect to any registration pursuant to Section 2(a), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine Primary Shares or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. Other Shares (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to or any stop order, injunction ADSs representing Primary Shares or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable SecuritiesOther Shares); provided, however, that if the New Holders participating managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares (and/or ADSs representing all Registrable Shares, Primary Shares and Other Shares) proposed to be included in such Demand Registration registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares (and/or ADSs representing Registrable Shares, Primary Shares and Other Shares) proposed to be included in such registration shall be included in the following order: (i) first, the Registrable Shares (and/or ADSs representing Registrable Shares, as applicable) held by the Shareholders requesting that their Registrable Shares (or ADSs representing Registrable Shares, as applicable) be included in such registration pursuant to Section 2(a), pro rata based upon the number of Registrable Shares (or ADSs representing Registrable Shares, as applicable) owned by each such Shareholder at the time of such registration; provided, however, that the number of Registrable Shares (or ADSs representing Registrable Shares) held by the Shareholders to be included in such underwriting shall not be reduced unless all Primary Shares and Other Shares (and/or ADSs representing Primary Shares and Other Shares, as applicable) are first entirely excluded from the underwriting; (ii) second, the Primary Shares; and (iii) third, the Other Shares; provided, however, that, a registration shall not able be counted as “effected” for the purposes of this Section 2 and shall not count as a registration initiated pursuant to register and sell at least two-thirds this Section 2 for purposes of Section 2(b)(i) above, if, as a result of an exercise of the New underwriter’s cutback provisions in this clause (c), fewer than one-half of the total number of Registrable Securities Shares or ADSs representing Registrable Shares, as applicable, that the Shareholders have requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c)registration statement are actually included. (d) Notwithstanding anything A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the SEC by written notice to the contrary contained hereinCompany from those Shareholders who initiated the request; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of Section 2(b)(i) above if the Company shall have been reimbursed (pro rata by the Shareholders requesting registration or in such other proportion as they may agree) for all reasonable and documented out-of-pocket expenses incurred by the Company in connection with such rescinded registration; provided, further, however, that if, at the time of such rescission, the Company Shareholders who initiated the request shall have learned of an event that is, or is reasonably likely to result in, a material adverse change in the Company’s business, financial condition or results of operations from that known to such Shareholders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Shareholders shall not be required to prepare reimburse the Company for any out-of-pocket expenses incurred by the Company in connection with such rescinded registration and file such rescinded registration shall not count as a registration initiated pursuant to this Section 2 for purposes of clause (i) more than two of subsection (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statementb).

Demand Registration. (a) After receipt of a written request from one or more New Holders requesting that If the Company shall be requested in writing by Holder to effect a the registration (a "Demand Registration") under the Securities Act covering all or part of any of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registeredRegistration Stock, the Company Company, subject to the limitations set forth in subsection 3(b), shall promptly notify all Holders in writing of effect as soon as practicable after the receipt of such request, the registration under the Act of all Registration Stock which Holder so requests to be registered. (i) If Holder intends to distribute the Registration Stock covered by its request and each such Holderby means of an underwriting, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to it shall so advise the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or as a part of such Holder's Registrable Securities included in such registration thereof its request made pursuant to this Section 3subsection 3(a). The managing underwriter will be selected by Holder and shall be reasonably acceptable to the Company. In such event, and such Holder shall specify (together with the Company as provided in subsection 4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such notice underwriting. (ii) Notwithstanding the number of Registrable Securities that such Holder elects to include in such registration. Thereuponforegoing, the Company shall, as expeditiously as is practicable, but may include in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement"requested under this subsection 3(a) relating to all any additional authorized shares of Registrable Securities that the Common Stock, whether or not issued, for sale by the Company has been so requested to register or for sale by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registeredothers; provided, however, that such shares shall not be included to the aggregate value of extent that the Registrable Securities requested to be registered managing underwriter chosen in accordance with subsection (i) be at least $2,500,000, based on above concludes in good faith that the closing trading price inclusion of such shares will interfere with the successful marketing of the Common shares of Registration Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or included therein. (iii) include all Registrable Securities Notwithstanding the foregoing, if the Company shall furnish to Holder a certificate signed by the Chief Executive Officer or the Chief Financial Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental for such registration statement to be filed or would require the Company to make public disclosure of information the premature disclosure of which remain outstanding at would have an adverse effect on the Company, and it is therefore beneficial to the Company to defer the filing of such timeregistration statement (or the intended sale of Registration Stock pursuant to a then effective registration statement), the Company shall have the right to defer taking action with respect to such filing, or require Holder to refrain from selling Registration Stock, as the case may be, for a period of not more than one hundred twenty (120) days. (b) If The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 3: (i) After the majority-in-interest Company has effected one registration pursuant to this Section 3 in the previous twelve (12) months and such registration has been declared or ordered effective; or (ii) During the period beginning on a date thirty (30) days prior to the Company's good faith estimate of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below date of filing of, and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration ending on a pro rata basis date one hundred eighty (based on 180) days after the number effective date of, a registration of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any Common Stock or other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the Act in connection with a public offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC securities (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect relating solely to the sale of Common Stock by securities to participants in a stock option or other employee benefits plan of the Company); provided that the Company (or such longer period of time as may be specified is actively employing in an underwriting agreement relating good faith reasonable efforts to cause such registration statement)statement to become effective.

Demand Registration. (a) After receipt At any time following the third anniversary of a written request from one or more New Holders requesting that the Closing (or, if earlier, the termination of the restrictions set forth in Section 6.01(a)(i)) and prior to the later of (x) the tenth anniversary of the Closing and (y) the date on which the Aggregate Ownership Percentage of the Investor Group ceases to be at least 10%, the Company shall effect a the registration (a "Demand Registration") under the Securities Act covering of all or part any portion of the Registrable Securities of the Investor Group in connection with which specifies the Company has received a request (a registration pursuant to any such request, a “Demand Registration”) from the Investor. Any such request shall specify the intended method or methods of disposition thereof thereof, and the number of shares to be registered, the Company shall promptly notify use commercially reasonable efforts to effect, as soon as reasonably practicable thereafter, the registration under the Securities Act of all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such for which the Investor has requested registration thereof pursuant to under this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (305.01(a) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required necessary to permit the disposition (in accordance with the intended method or methods thereof, thereof as aforesaid) of the Registrable Securities so to be registered; provided that the Company shall not be obligated to effect more than one Demand Registration hereunder within any twelve-month period (other than (i) Demand Registrations to be effected pursuant to a Registration Statement on Form S-3 (or any successor form), which shall not exceed two Demand Registrations within any twelve-month period, or (ii) Demand Registrations pursuant to the Shelf Registration, for which an unlimited number of Demand Registrations shall be permitted); and provided, howeverfurther, that the aggregate value of the Registrable Securities requested Company shall not be obligated to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in effect a Demand Registration relating to a public offering requests that unless the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities aggregate proceeds expected to be included in such offering is greater than received from the total number sale of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to equals or exceeds $5,000,000. “Registering Investor” means the Existing Holders Investor or any Investor Group Member on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of whose behalf such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or are to be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement registered pursuant to Section 2; provided that a registration requested pursuant to this 5.01 or Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c)5.02 hereof. (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).

Demand Registration. (a) After receipt If at any time when the Company is eligible to use a Form S-3 registration statement, the Company receives, prior to the first anniversary of this Agreement, a written request from one or more New Holders requesting of at least thirty percent (30%) of the Registrable Securities that the Company effect file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $250,000, then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within thirty (30) days after the date such request is given by the Initiating Holders, file a "Demand Registration") Form S-3 registration statement under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration registration by any other Holders, as specified by notice given by each New Holder), and, second, such Holder to the Existing Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsection 2.1(b) and Subsection 2.2. (b) Notwithstanding the foregoing obligations, if the Company furnishes to Holders on requesting a pro rata basis (based on registration pursuant to this Subsection 2.1 a certificate signed by the number Company’s chief executive officer stating that in the good faith judgment of Registrable Securities requested the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to be included in filed and it is therefore necessary to defer the filing of such Demand Registration by each Existing Holder)registration statement, 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 sixty (60) days after the request of the Initiating Holders is given; provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securitiesinvoke this right more than twice. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 The Company shall not be deemed obligated to have been effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is thirty (30) days after the effective date of, a Company-initiated registration for a firm commitment underwriting, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected a registration pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding {B1711012; 2} CONFIDENTIAL 1 the date of such request. A registration shall not be counted as “effected” for purposes of this Section 3(cSubsection 2.1(c) unless (i) it until such time as the applicable registration statement has been declared effective by the SEC, (ii) it has remained effective unless the Initiating Holders withdraw their request for such registration, elect not to pay the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3expenses therefor, and (iv) the offering of Registrable Securities forfeit their right to one demand registration statement pursuant to Subsection 2.5, in which case such withdrawn registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration statement shall not be counted as one “effected” for purposes of the five Demands for Registration provided for pursuant to this Section 3(cSubsection 2.1(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).

Demand Registration. (a) After receipt At any time after the Closing hereof, upon written notice of the Holders of a written request from one or more New Holders majority of the then outstanding Registrable Securities (on a common stock equivalent basis) requesting that the Company effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities which specifies and specifying the intended method or methods of disposition distribution thereof and the number of shares to be registered(which may include a continuous or delayed offering), the Company shall promptly notify all Holders prepare and file a Registration Statement on Form S-3 under the Securities Act, or other appropriate Form in writing of the receipt of such request and each such Holderevent Form S-3 is not available, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to covering the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in then outstanding and shall use commercially reasonable efforts to cause such registration thereof pursuant Registration Statement to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, become effective as expeditiously as is practicable, but in any event no later than thirty possible and to remain effective until the earlier to occur of (30i) days (excluding any days the date on which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that covered by such Registration Statement have been sold and the Company distribution contemplated thereby has been so requested to register completed or (ii) the date by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of which all the Registrable Securities so registeredcovered thereby may be sold under Rule 144(k) (the "Effectiveness Period"); provided, however, that the aggregate value Purchaser shall not, pursuant to this Section 6.1, be entitled to sell, during any calendar quarter, more than twenty-five percent (25%) of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the aggregate number of Registrable Securities included in such Demand Registration shall be allocated firstoutstanding immediately following at the Closing, among all or if the New Holders participating in such Demand Registration on a pro rata basis (based on Company's fiscal year is not the number of Registrable Securities requested to be included in such Demand Registration by each New Holder)calendar year, and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all during any fiscal quarter of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand RegistrationCompany. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a A demand registration requested pursuant to this Section 3 shall 6.1(a) will not be deemed to have been effected for purposes of this Section 3(c) unless (i) it the Registration Statement relating thereto has been declared become effective by under the SEC, (ii) it has remained Securities Act and remains effective for the period set forth in described above. (b) A Holder (including the Purchaser) or Holders requesting a registration pursuant to this Section 7(a)6.1(a) may, (iii) Holders of Registrable Securities included in such registration have not, at any time prior to the filing effective date of the relevant Demand Registration StatementStatement relating to such registration, withdrawn sufficient shares from revoke such request by providing a written notice to the Company revoking such request. (c) The Company and any Other Approved Holder may include its securities in any demand registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities effected pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities)this Section 6.1; provided, however, that if the New managing underwriter(s) or the representative(s) of the several underwriters (the "Managing Underwriter") of a proposed underwritten public offering of Common Stock advises the Holder or Holders participating intending to participate in such Demand Registration are not able offering in writing that the total amount or kind of securities which such Holders, the Company and such Other Approved Holders intend to register and sell at least two-thirds include in such offering is sufficiently large to materially adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the New Registrable Securities requested Other Approved Holders shall be reduced pro rata among such Other Approved Holders to the extent necessary to reduce the total amount or kind of securities to be included in a Demand Registrationsuch proposed public offering to the amount or kind recommended by such Managing Underwriter and, if such reduction results in no securities being offered for the accounts of the Other Approved Holders in such proposed public offering, then such Demand Registration shall not the amount or kind of securities to be counted as one offered for the account of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect reduced to the sale extent necessary to reduce the total amount or kind of Common Stock securities to be included in such proposed public offering to the amount or kind recommended by the Company (such managing underwriter or such longer period of time as may be specified in an underwriting agreement relating to such registration statement)underwriters.

Demand Registration. (a) After receipt of a written request from one or more New Holders requesting In the event that the Company effect shall have previously effected a registration Public Offering, a Shareholder may notify the Company in writing that the Shareholder desires the Company to cause at least fifty percent (a "Demand Registration"50%) of such Shareholder's Securities to be registered for sale to the public under the Securities Act covering all or part of Act. Within fifteen (15) days after the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such HolderCompany's receipt of the aforementioned notice from the Company) to have all or part of such HolderShareholder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereuponrequest, the Company shallwill promptly notify the other Shareholders and prepare and file, as expeditiously as is practicableand use its best efforts to prosecute to effectiveness, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file an appropriate filing with the SEC and use its reasonable best efforts to cause to be declared effective of a registration statement (a "Demand Registration Statement") relating to all covering such shares of Registrable Securities that and the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method proposed sale or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) Securities Act. Notwithstanding the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained hereinforegoing, the Company shall not be required to prepare and file effect, or take any action to effect, a registration requested pursuant to this Section 4.1 for such Shareholder (ia) more than after the Company has effected two (2) Demand Registration Statements registrations pursuant to this Section 4.1 for such Shareholder and such registrations have been declared or ordered effective by the SEC, (b) more than one registration on Form S-1 in any twelve-month period, (iic) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which on Form S-1 when the Company is a party or eligible to use Form S-3 with respect to the sale relevant offering, or (d) any registration within the 120-day period after the Public Offering. The Company may postpone filing of Common Stock by the Company (or such longer any registration statement hereunder for a reasonable period of time as (not to exceed 90 days) if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material transaction or other matter that the Company determines reasonably and in good faith would result in a material detriment to the Company. The Company shall use its best efforts to cause such registration statement to remain effective for such period that may be specified in an underwriting agreement relating reasonably necessary to such registration statement)complete the distribution of securities so registered for sale.

Demand Registration. (a) After receipt REQUEST FOR REGISTRATION ON FORM OTHER THAN FORM S-3. In the event that the Company shall receive from holders of at least a majority of the Registrable Securities then outstanding, at any time after the earlier of (i) five years from the date hereof or (ii) six months after the closing of the Company's first underwritten public offering of shares of Common Stock, a written request from one or more New Holders requesting that the Company effect a registration (a "Demand Registration") under the Securities Act covering any Registration with respect to all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or a part of such Holder's holders' Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereuponon Form S-1, the Company shall, as expeditiously soon as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand effect Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; providedspecified in such request, however, provided that the aggregate value offering price to the public of such Registrable Securities equals or exceeds $1,000,000. Upon receipt of any such request, the Company shall notify all holders of Registrable Securities from whom such notice was not received (which notice shall be delivered by the Company within fifteen days of the Company's receipt of such request) and shall include in a Registration Statement any Registrable Securities requested for inclusion under such Registration Statement by such other holders. The Company shall not be obligated to effect more than two registrations pursuant to this subsection 2.2(a), provided that a Registration shall not be counted for this purpose if (i) the Company elects to sell stock pursuant to a Registration at the same time as the Registration requested hereunder and less than all the Registrable Securities for which Registration was requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is madeare included, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants Registration Statement does not become effective or (iii) include all Registrable Securities which remain outstanding the requesting holders are not able to sell at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all least 75% of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).

Demand Registration. (a) After receipt If the Company shall receive, at any time after the date of this Agreement, a written request from one or more New Holders requesting holding, or having the present right to acquire, at the time of the request at least 51% of the Registrable Securities, that the Company effect file a registration (a "Demand Registration") statement under the Securities Act covering the registration of all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registeredSecurities, then the Company shall promptly notify (i) if such request is received from fewer than all Holders, give prompt written notice of such requested registration to all other Holders, so that such other Holders shall have the opportunity to join in writing such request, and (ii) subject to the limitations of Sections 1.3(c) and (e), 1.5 and 1.7 hereof, within 30 days of the receipt by the Company of such request and each such Holderwritten request, in lieu of exercising file a registration statement on any appropriate form under the Securities Act. The Company agrees to use its rights under Section 4 hereof, may elect (by written notice sent Reasonable Efforts to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in cause such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause statement to be declared effective a registration statement (a "Demand Registration Statement") relating as promptly as practicable and to all shares keep it effective for such period of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required time as may be necessary to permit the disposition (in accordance with consummation of the intended method or methods thereof, as aforesaid) offering of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such timecovered thereby. (b) If The Registrable Securities registered pursuant to this Section 1.3 may, at the majority-in-interest option of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all holding at least 51% of the Registrable Securities requested to being registered, be included offered and sold in the Demand Registration firm commitment underwritten offerings. The underwriter or underwriters conducting such offerings shall be selected by the New Holder or Holders are included in such Demand Registration. If the amount holding at least 51% of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included being registered; provided, that the managing underwriters in connection with each such Demand Registration, offering shall not exceed the Maximum Number be nationally recognized as underwriters of Securitiessecurities. (c) New Holders shall be entitled The Company is obligated to an aggregate of four (4) effect two registrations of Registrable Securities pursuant to this Section 3 1.3 (each, a "Demand for Registration") in addition to any registrations in which the Shelf Registration Statement Holders may participate pursuant to Section 2; provided that the other provisions of this Agreement), one of which may be, at the option of the Holders holding at least 51% of the Registrable Securities being registered, a shelf registration requested pursuant which shall be required to this Section 3 be effective for a period of one year. A registration shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared become effective by the SEC, (ii) it has and remained effective for until the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in registered under such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not statement have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c)sold. (d) Notwithstanding anything Other than the Registrable Securities, no securities (including without limitation any securities with respect to which any Person has any rights under the agreement referred to in the last sentence of Section 1.11 hereof) shall be included among the securities covered by a registration effected pursuant to this Section 1.3 unless (i) the Holder or Holders holding 51% of the Registrable Securities to be covered thereby shall have consented in writing to the contrary contained hereininclusion of such other securities or (ii) the managing underwriters of the offering shall have advised such Holder or Holders in writing that the inclusion of such other securities would not adversely affect such offering or the subsequent trading market or market price for the Common Units. (e) Notwithstanding the foregoing, the Company shall not be required to prepare and file register any Registrable Securities pursuant to this Section 1.3: (i) more than two (2) Demand Registration Statements in any twelve-month periodduring a reasonable period of time, not to exceed 120 days, following the initial distribution of securities by the Company pursuant to a registered underwritten public offering if such offering was commenced prior to the time the Company receives the request contemplated by Section 1.3(a), or (ii) any Demand Registration Statement within 90 days following the date during a reasonable period of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant time, not to any other registration rights agreement exceed 60 days, with respect to which the Company is Board of Directors of the Managing General Partner has determined that a party or with respect registration of Registrable Securities pursuant to the sale of Common Stock by this Section 1.3 would adversely affect the Company (because of a material non-public acquisition or such longer period of similar material transaction that is pending at the time as may be specified in an underwriting agreement relating to such registration statementthe Company receives the request contemplated by Section 1.3(a).

Demand Registration. (a) After receipt of At any time prior to such time as the rights under this Section 2 terminate with respect to a Holder as provided in Section 2(e) hereof, upon written request notice from one or more New Holders such Holder in the manner set forth herein requesting that the Company effect a the registration (a "Demand Registration") under the Securities Act covering of any or all or part of the Registrable Securities held by such Holder, which specifies notice shall specify the intended method or methods of disposition thereof and the number of shares to be registeredsuch Registrable Securities, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a effect, in the manner set forth in Section 5, the registration statement (a "Demand Registration Statement") relating to all shares under the Securities Act of such Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereofof disposition stated in such request (including in an offering on a delayed or continuous basis under Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act, as aforesaidif (x) the Company is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering and (y) the Company consents to such an offering (except that no consent of the Company will be required if the contemplated offering on a delayed or continuous basis under Rule 415 is the offering of Registrable Securities so registered; upon the exercise, exchange or conversion of Exchangeable Securities as contemplated by Section 6 hereof)), provided that: (i) if, within 5 business days of receipt of a registration request pursuant to this Section 2(a), the Holder or Holders making such request are advised in writing that the Company has in good faith commenced the preparation of a registration statement for an underwritten public offering prior to receipt of the notice requesting registration pursuant to this Section 2(a) and the managing underwriter of the proposed offering has determined that in such firm's good faith opinion, a registration at the time and on the terms requested would materially and adversely affect the offering that is contemplated by the Company, the Company shall not be required to effect a registration pursuant to this Section 2(a) (a "Transactional Deferral") until the earliest of (A) the abandonment of such offering by the Company, (B) 60 days after receipt by the Holder or Holders requesting registration of the managing underwriter's written opinion referred to above in this clause (i), unless the registration statement for such offering has become effective and such offering has commenced on or prior to such 60th day, and (C) if the registration statement for such offering has become effective and such offering has commenced on or prior to such 60th day, the day on which the restrictions on the Holders contained in Section 10 hereof lapse, provided, however, that the aggregate value of the Registrable Securities Company shall not be permitted to delay a requested to be registered registration in reliance on this clause (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, more than once in any 12-month period; (ii) be at least 25% of if, while a registration request is pending pursuant to this Section 2(a), the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests Company determines, following consultation with and receiving advice from its legal counsel, that the offering be underwritten with filing of a managing underwriter selected in registration statement would require the manner set forth in Section 14 below and such managing underwriter disclosure of such Demand Registration advises material information that the Company has a bona fide business purpose for preserving as confidential and the disclosure of which the Company determines reasonably and in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having good faith would have a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities")Company, then the Company shall include in not be required to effect a registration pursuant to this Section 2(a) until the earlier of (A) the date upon which such Demand Registration material information is otherwise disclosed to the Registrable Securities that the Participating Demand Holders have requested public or ceases to be registered thereunder only material and (B) 90 days after the Company makes such determination; (iii) the Company shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 2: (A) prior to the extent first anniversary of the number closing of the Public Offering, (B) within a period of 365 calendar days after the effective date of any other registration statement of the Company demanded pursuant to this Section 2(a), or (C) if such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the registration request is for a number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on having a pro rata basis (based Fair Market Value on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to 3 4 business day immediately preceding the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount date of such Registrable Securities does not exceed the Maximum Number registration request of Securities, less than $50,000,000.00; and (iv) the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or shall not be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled file a registration statement relating to an aggregate of four (4) registrations of Registrable Securities a registration request pursuant to this Section 3 2: (each, a "Demand for Registration"A) in addition the case of a registration request by Zapaxx xx any Permitted Transferee that has acquired, in the transaction in which it became a Permitted Transferee, at least a majority of the then issued and outstanding Voting Stock, on more than three occasions after such time as Zapaxx xx such Permitted Transferee, as the case may be, owns less than a majority of the voting power of the outstanding capital stock of the Company (it being acknowledged that so long as Zapaxx xx such Permitted Transferee owns a majority of the voting power of the outstanding capital stock of the Company, there shall be no limit to the Shelf Registration Statement pursuant number of occasions on which Zapaxx xx such Permitted Transferee may exercise such rights other than as expressly set forth herein), or (B) in the case of a Holder other than Zapaxx xx a Permitted Transferee described in clause (A) above, on more than the number of occasions permitted such Holder in accordance with Section 11 hereof. (b) Notwithstanding any other provision of this Agreement to Section 2; provided that the contrary: (i) a registration requested by a Holder pursuant to this Section 3 2 shall not be deemed to have been effected (and, therefore, not requested for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a2(a)), (iiiA) Holders of Registrable Securities included unless the registration statement filed in connection therewith has become effective, (B) if after such registration have notstatement has become effective, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not it becomes subject to any stop order, or there is issued an injunction or other order or requirement decree of the SEC (or other governmental agency or court for any reason other than any a misrepresentation or an omission by such stop orderHolder, which injunction, or other order or requirement decree prohibits or otherwise materially and adversely affects the offer and sale of the SEC prompted Registrable Securities so registered prior to the completion of the distribution thereof in accordance with the plan of distribution set forth in the registration statement or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied by act reason of some act, misrepresentation or omission of Holders of Registrable Securities)by the Company and are not waived by the purchasers or underwriters; providedand (ii) nothing herein shall modify a Holder's obligation to pay Registration Expenses, howeverin accordance with Section 4 hereof, that if are incurred in connection with any withdrawn registration requested by such Holder. (c) In the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for event that any registration pursuant to this Section 3(c)2 shall involve, in whole or in part, an underwritten offering, Holders owning at least 50.1% of the Fair Market Value of the Registrable Securities to be registered in connection with such offering shall have the right to designate an underwriter reasonably satisfactory to the Company as the lead managing underwriter of such underwritten offering, and the Company shall have the right to designate one underwriter reasonably satisfactory to such Holders as a co-manager of such underwritten offering. (d) Notwithstanding anything The Company shall have the right to cause the registration of additional securities for sale for the account of any person (including the Company) in any registration of Registrable Securities requested by any Holder pursuant to Section 2(a) only to the contrary contained hereinextent the managing underwriter or other independent marketing agent for such offering (if any) determines that, in its opinion, the additional securities proposed to be sold will not materially and adversely affect the offering and sale of the Registrable Securities to be registered in accordance with the intended method or methods of disposition then contemplated by such Holder. The rights of a Holder to cause the registration of additional Registrable Securities held by such Holder in any registration of Registrable Securities requested by another Holder pursuant to Section 2(a) shall be governed by the agreement of the Holders with respect thereto as provided in Section 11(a). (e) The Company shall not be required obligated to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other a registration statement filed relating to a registration request by a Holder pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or this Section 2 from and after such longer period of time as may be specified in an underwriting agreement relating to such registration statement)Holder first owns Registrable Securities representing (assuming for this purpose the conversion, exchange or exercise of all Registrable Securities then owned by 5 such Holder that are convertible into or exercisable or exchangeable for Voting Stock of the Company) less than 10% of the then issued and outstanding Voting Stock of the Company.

Demand Registration. (a) After receipt At any time beginning as of the date hereof, Holders of a written request from one or more New Holders requesting that majority of the Company effect a Registrable Securities may require registration (a "“Demand Registration"”) under the Securities Act covering of all or any part of their Registrable Securities; provided that each such Demand Registration must be in respect of at least 100,000 shares of Common Stock. Holders may exercise this demand registration right under this Section 2 by giving a written request to the Registrable Securities which specifies Company specifying the intended method or methods of disposition thereof and the number of shares to be registeredHolders’ Registrable Securities. Within five (5) business days of receipt of such request, the Company shall promptly notify all other Holders in writing of the request. The Holders shall have thirty (30) days after receipt by such Holder of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the CompanyCompany to request that their Registrable Securities be included in the registration with the shares of the Holders initially requiring registration pursuant to this Section 2. Holder will be entitled to require up to two (2) Demand Registrations on Form S-1 and unlimited Demand Registration on Form S-3 (or any respective successor forms). A Demand Registration under this Section 2 shall not be deemed to have all been effected or part of such Holder's requested (a) unless a Registration Statement with respect thereto has become effective and Holder is legally permitted to sell the Registrable Securities included therein and the Registration Statement remains effective for at least one hundred eighty (180) consecutive days (unless the Registrable Securities are sold within a shorter period, then the Registration Statement shall have remained effective for such shorter period); (b) if after the Registration Statement has become effective, a stop-order, injunction or order suspending the effectiveness of the Registration Statement is issued or any other limitation, restriction or suspension of the offer or sale of any Registrable Securities has been imposed and the Registrable Securities covered thereby have not been sold; or (c) if the conditions to be fulfilled by the Company for completion of the transactions contemplated by the selling agreement or underwriting agreement related to the registration are not satisfied by the Company or waived by the underwriters. (a) If Holders of a majority of the Registrable Securities being registered so elect, a Demand Registration may be in the form of an underwritten offering. If the Demand Registration is an underwritten offering, Holders of a majority of the Registrable Securities being registered will have the right to select the investment bankers and managers for the offering, subject to the Company’s approval, which approval shall not be unreasonably withheld. In a Demand Registration that is an underwritten offering, as many securities of the Company that the Company elects may be included in such registration thereof pursuant on the same terms and conditions as the Registrable Securities to this Section 3, and such Holder shall specify be included in such notice registration; however, if the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of other securities to be included in such offering is greater than the total registration exceeds the number of securities which that can be sold therein without having in such offering at a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities")price satisfactory to Holders, then the Company shall include will give priority for inclusion in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only registration: (a) first, to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration registration by each New Holder), and, Holders and (b) second, to the Existing Holders on a pro rata basis (based on securities the number of Registrable Securities requested Company elects to be included in such registration. (b) The Company may delay a Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all for up to ninety (90) days if a majority of the Registrable Securities requested Company’s Board of Directors determines that it would be significantly detrimental to be included the Company to proceed with the registration. Notwithstanding anything in this Section 2 to the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securitiescontrary, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or will not be obligated to allow, in an amount, which together with effect a Demand Registration within six months after the Registrable Securities included in such effective date of a previous Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).

Demand Registration. Subject to the terms and conditions of this Agreement, at any time on or after the first anniversary of the Closing Date of an initial public offering (a"IPO") After receipt or registration of the Company's capital stock under the Securities Exchange Act of 1934, as amended, the Stockholders may deliver a written request from one or more New Holders requesting that the Company effect a registration (a "Demand RegistrationNotice") to the Company to register under the Securities Act covering of 1933, as amended (the "1933 Act"), on Form S-3 any or all or part shares of the Registrable Securities Common Stock owned by such Stockholders (such shares of Common Stock as to which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of any such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof is made pursuant to this Section 3, and 1 or Section 2 hereof being the "Registrable Securities"). The Company agrees that is will use reasonable efforts to cause the prompt registration of all such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. ThereuponSecurities; provided however, the Company shallmay postpone for a limited time, as expeditiously as is practicablewhich in no event shall be longer than ninety (90) days, but in any event no later than thirty (30) days (excluding any days which occur during compliance with a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts registration pursuant to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered this Section 1 if (i) be at least $2,500,000such compliance would materially adversely affect (including, based on without limitation, through the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is madepremature disclosure thereof) a proposed material financing, reorganization, recapitalization, acquisition, consolidation or similar transaction, (ii) be at least 25% the Company is conducting a public offering of capital stock and the New Registrable Securities initially issuable upon exercise of the Warrants managing underwriter concludes in its reasonable judgment that such compliance would materially adversely affect such offering or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, notifies 2 the number of securities Stockholders that a material event has occurred or is likely to be included in such offering is greater than the total number of securities which can be sold therein without having occur that has not been publicly disclosed and if disclosed would have a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested and its ability to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all consummate any offering of the Registrable Securities requested subject to be included in the Demand Registration Notice. If there is a postponement under any of clause (i), (ii) or (iii) above, the Demand Notice may be withdrawn by the New Holders are included in Stockholders by notice to the Company. In such Demand Registrationcase, no demand shall have been made for the purposes of this Section 1. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, The Stockholders shall not exceed the Maximum Number make a demand for registration of Securities. (c) New Holders shall be entitled to an aggregate shares of four (4) registrations of Registrable Securities Common Stock pursuant to this Section 3 1 within six (each, 6) months following the effective date of the registration for a "Demand for Registration") in addition to the Shelf Registration Statement piggyback" registration pursuant to Section 2; provided that a registration requested pursuant to 2 below. Notwithstanding anything in this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior 1 to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained hereincontrary, the Company shall not be required to prepare and file (i) comply with more than two one (21) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following request of the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed Stockholders pursuant to any other this Section 1. Any underwriter selected by the Stockholders to act as such in connection with a registration rights agreement pursuant to which the Company is a party or with respect this Section 1 must be reasonably acceptable to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement)Company.

Demand Registration. (a) After receipt Subject to the provisions of a this Agreement, Holders of at least 50% of the Registrable Securities entitled to registration rights under this Agreement may, by written request from one or more New Holders requesting delivered to the Company (the "Demand Notice"), demand that the Company effect a registration (a "Demand Registration") under Registration to permit the Securities Act covering all or part resale of the Registrable Securities which specifies the intended method or methods of disposition thereof and the Securities. The Demand Notice may not be made for a number of shares or Registrable Securities whose aggregate offering price is expected to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later less than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time100,000.00. (b) If the majority-in-interest Within five (5) days of the Participating receipt of the Demand Notice, the Company shall deliver to all Holders in notice of receipt of the Demand Notice and each Holder shall have a Demand Registration relating period of fifteen (15) days after delivery of the notice to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises inform the Company in writing that, of their desire to include their Warrant Shares in the requested Registration. Each Holder shall be permitted to withdraw all or any part of its opinion, the number of securities Registrable Securities from a Registration Statement by written notice to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration given at any time before the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all effective date of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of SecuritiesStatement. (c) New Holders shall be entitled The Company will use its best efforts to an aggregate effect the Registration as soon as practicable after receipt of four (4) registrations of Registrable Securities pursuant the Demand Notice, and in any event to this Section 3 (each, a "Demand for Registration") in addition to file the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing within 90 days of the relevant receipt of the Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3Notice, and (iv) to cause the offering of Registrable Securities pursuant Registration Statement to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c)become effective. (d) Notwithstanding anything to the contrary contained hereinelsewhere in this Agreement, if at the time the Demand Notice is received, the Company shall does not be required qualify to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand a Registration Statement within 90 days following the date of effectiveness of any on Form S-3 or such other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other equivalent short-form registration statement filed pursuant to any other registration rights agreement to which form, then the Company shall immediately notify each Holder that it is a party or with respect unable to meet the sale requirements of Common Stock by such Demand Notice. Upon the Company (or Holder's receipt of such longer period of time as may notice from the Company, the Company's obligations under such Demand Notice shall be specified in an underwriting agreement relating to such registration statement)terminated.

Demand Registration. (a) After receipt At any time following the closing of a written the IPO14 [and until the anniversary thereafter], the Initiating Holders may request from one or more New Holders requesting in writing that the Company effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities Shares shall be registered for trading on the securities exchange on which specifies the intended method or methods Company's stock is traded. Within twenty (20) days after receipt of disposition thereof and the number of shares to be registeredany such request, the Company shall promptly notify give written notice of such request to the other Holders and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in writing of such demand registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registrationnotice. Thereupon, the Company shall, shall effect the registration of all Registrable Shares as expeditiously as is practicable, but to which it has received requests for registration for trading on the securities exchange specified in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written the request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registeredregistration; provided, however, that the aggregate value Company shall not be required to effect any registration under this Section 2.3 within a period of one hundred and eighty (180) days following the Registrable Securities requested to be registered (i) be at least $2,500,000effective date of a previous registration. Notwithstanding any other provision of this Section 3, based on if the closing trading price of managing underwriter advises the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in writing that marketing factors require a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter limitation of such Demand Registration advises the Company in writing that, in its opinion, the number of securities shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by shareholders other than the Holders, then shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, shares held by the Holders (pro rata to the respective number of Registrable Shares required by the Holders to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holderregistration); provided, however, that in no any event may all Registrable Securities held by the Existing Holders Shares must be included in such Demand Registration unless all registration prior to any other shares of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand RegistrationCompany. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the The Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand register securities for Registration") sale for its own account in addition to the Shelf Registration Statement pursuant to Section 2; provided that a any registration requested pursuant to this Section 3 shall 2.3 unless permitted to do so by the written consent of Holders who hold at least seventy-five percent 75%) of the Registrable Shares as to which registration has been requested. The Company may not be deemed to have been effected cause any other registration of securities for purposes of this Section 3(c) unless sale for its own account (other than (i) it has been declared effective by the SECa registration effected solely to implement an employee, director and consultant benefit plan, (ii) it has remained effective for the period set forth in Section 7(a)a registration on Form S-4 or a foreign equivalent thereof, or (iii) Holders of Registrable Securities included in such a registration have not, prior relating solely to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such a Rule 145 transaction) to be initiated after a registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities requested pursuant to such Section 2.3 and to become effective less than one hundred twenty (120) days after the effective date of any registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the 2.3. [The Company shall not be required to prepare and file (i) effect more than two (2) Demand Registration Statements in registrations under this Section 2.3.] The aggregate net proceeds from the sale of any twelve-month periodsuch Registrable Shares may not be less than [ Unites States dollars (US$ ,)] (net of any underwriters' discounts, commissions or expenses). Such registration will count for this purpose only if (i) all Registrable Shares requested to be registered are registered and (ii) any Demand Registration Statement within 90 days following such registration is closed, or withdrawn at the date request of effectiveness the Initiating Holders (other than as a result of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following a material adverse change to the date of effectiveness of any other Company). The Company shall not be required to effect a registration pursuant to this Section 2.3 if the Company shall furnish to Holders requesting a registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).this Section

Demand Registration. (a) After receipt If at any time after the earlier of (i) four (4) years after the date of this Agreement or (ii) one hundred eighty (180) calendar days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a written request from one or more New Holders requesting majority of the Registrable Securities then outstanding that the Company effect a registration with respect to an amount of the Registrable Securities then outstanding, then the Company shall (i) within ten (10) calendar days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) calendar days after the date such request is given by the Initiating Holders, file a "Demand Registration") registration statement under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Initiating Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of any additional Registrable Securities requested to be included in such Demand Registration registration by any other Holders, as specified by notice given by each New Holder), and, second, such Holder to the Existing Company within twenty (20) calendar days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(b). (b) Notwithstanding the foregoing obligations, if the Company furnishes to Holders on requesting a pro rata basis registration pursuant to this Section 2.1 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 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 (based on i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the number Company; (ii) require premature disclosure of Registrable material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities requested Act or Exchange Act, 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 included in such Demand Registration by each Existing Holder)tolled correspondingly, for a period of not more than sixty (60) calendar days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in no event may Registrable Securities held by any twelve (12) month period; and provided further that the Existing Holders be included in Company shall not register any securities for its own account or that of any other stockholder during such Demand Registration unless all sixty (60) day period other than pursuant to a registration relating to the sale of securities to employees of the Registrable Securities requested Company pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the Demand Registration by sale of the New Holders Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are included in such Demand Registration. If also being registered. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1 (i) during the amount period that is sixty (60) calendar days before the Company’s good faith estimate of such Registrable Securities does not exceed the Maximum Number date of Securitiesfiling of, and ending on a date that is one hundred eighty (180) calendar days after the effective date of, a Company-initiated registration, provided, that the Company may include is actively employing in good faith commercially reasonable efforts to cause such Demand Registration registration statement to become effective; (ii) after the Company has effected two registrations; (iii) if the Holders, together with the holders of any other securities of the Company entitled to and requesting inclusion in such registration, propose to sell Registrable Securities and such other securities held by other security holders (if any) at an aggregate price to the public (net of the Company as the Company may in its discretion determine Selling Expenses) of less than $5,000,000; or be obligated to allow(iv) if, in an amounta distribution not underwritten, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number Initiating Holders propose to dispose of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement request made pursuant to Section 2; provided that a 2.3. A registration requested pursuant to this Section 3 shall not be deemed to have been effected counted as “effected” for purposes of this Section 3(c) unless (i) it 2.1 until such time as the applicable registration statement has been declared effective by the SEC, (ii) it has remained effective unless the Initiating Holders withdraw their request for such registration, elect not to pay the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3expenses therefor, and (iv) the offering of Registrable Securities forfeit their right to one demand registration statement pursuant to Section 2.7, in which case such withdrawn registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration statement shall not be counted as one “effected” for purposes of the five Demands for Registration provided for pursuant to this Section 3(c)2.1. (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).

Demand Registration. (ai) After receipt of At any time after September 4, 2002, First Reserve may at any time and from time to time make a written request from one or more New Holders requesting that for registration under the Company effect Securities Act in a registration firm commitment underwritten public offering of Registrable Securities owned by them having a good faith estimated public offering price of at least $20 million (a "Demand Registration") under ); provided that the Securities Act covering all Company shall not be obligated to effect more than three Demand Registrations in any 12-month period or part more than an aggregate of the Registrable Securities which specifies the intended method or methods of disposition thereof and four Demand Registrations pursuant to this Section 5.2(a). Such request will specify the number of shares of Registrable Securities proposed to be registeredsold. Within five days of such request, the Company shall promptly notify all Holders in writing of the receipt give written notice of such request to all other Holders of Registrable Securities and each such Holder, shall include in lieu the registration in respect of exercising its rights under Section 4 hereof, may elect (by written which notice sent has been given all Registrable Securities with respect to which the Company has received written requests from Holders for inclusion therein within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from days after the Company) to have all or part of 's notice regarding such Holder's registration has been given as provided herein. If Registrable Securities of other Holders are included in such registration thereof pursuant to this Section 3registration, and the Holder or Holders requesting such Holder shall specify in such notice Demand Registration may reduce the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities specified to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities registration in its or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder)their sole discretion; provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all having a good faith estimated public offering price of the Registrable Securities requested to be included in the Demand Registration by the New Holders at least $20 million are included in such Demand Registrationregistration. If the amount of such Registrable Securities does A registration will not exceed the Maximum Number of Securities, the Company may include in such count as a Demand Registration any other securities of until the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities Registration Statement filed pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a such registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained SEC and remains effective for the period set forth specified in Section 7(a5.2(d)(i). (ii) The Holder or Holders requesting the Demand Registration shall select the managing underwriters (including the book running lead managing underwriters) and any additional investment bankers and managers to be used in connection with the offering (unless a member of the First Reserve Group is included among the Holders selling pursuant to such registration, in which case First Reserve shall select such underwriters, investment bankers and managers); provided that the lead managing underwriter must be reasonably satisfactory to the Company. (iii) Neither the Company nor any of its security holders (other than the Holders of Registrable Securities included in such registration have not, prior capacity) shall be entitled to the filing include any of the relevant Company's securities in a Registration Statement initiated as a Demand Registration Statement, withdrawn sufficient shares from such registration such that under this Section 5.2(a) without the remaining Holders requesting registration would not have been able to request registration under the provisions consent of Section 3, and First Reserve. (iv) In addition to the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registrationrights enumerated above, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Amethyst Registrable Securities at any time after (X) July 1, 2002 or (Y) such earlier date which is 60 days prior to the date on which the Exchangeable Stock shall have been exchanged for Common Stock pursuant to Section 5.10 or 5.11 of the Purchase Agreement, First Reserve may make a request in writing that the Company file a registration statement under the Securities Act to register under the Securities Act all Amethyst Registrable Securities (whether or not such Amethyst Registrable Securities are then issued and outstanding) for resale on a delayed or continuous basis for a period of one year in an amount equal to the lesser of (A) all such Amethyst Registrable Securities, or (B) the number of Amethyst Registrable Securities that could be sold pursuant to the provisions of Rule 144 by an affiliate of the Company (or assuming such longer period Amethyst Registrable Securities were not restricted securities within the meaning of time as may Rule 144) during such one-year period. Such a request (and the related registration) shall be specified in an underwriting agreement relating addition to such registration statement)the Demand Registrations provided for in Section 5.2(a)(i) of this Agreement.

Demand Registration. (a) After receipt of a written If at any time, Initiating Holders request from one or more New Holders requesting that the Company effect file a registration statement for shares of Registrable Securities held by such holders and if the anticipated aggregate proceeds of the offering proposed to be so registered, net of underwriting discounts and commissions, would exceed $15,000,000, the Company will: (a "Demand Registration"i) within ten days of the receipt by the Company of such notice, give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable and in any event within sixty (60) days, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. appropriate compliance with applicable regulations issued under the Securities Act covering and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or part such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities which specifies the intended method of any Holder or methods of disposition thereof and the number of shares to be registered, Holders joining in such request as are specified in a written request received by the Company shall promptly notify all Holders in writing of the within 20 days after receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; providedProvided, however, that the aggregate value Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2.1: (1) Prior to the earlier of (A) April 30, 2013 or (B) the date six (6) months following the effective date of the Company’s first registered public offering of its stock, pursuant to a firm commitment underwritten offering; (2) In any particular jurisdiction in which the Company 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; (3) During the period starting with the date sixty (60) days prior to the Company’s good faith estimated date of filing of, and ending on the date six (6) months immediately following (90 days immediately following such effective date in the case of a registration statement other than for the Company’s initial public offering) the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan, in which case there shall be no such limitation on the Company’s obligation) subject to Section 2.2 hereof; provided that, in the case of such period prior to the effectiveness of such registration statement, the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (4) After the Company has effected three (3) such registrations pursuant to this Section 2.1(a), and such registrations have been declared or ordered effective and the securities offered thereunder have been sold. (5) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify or comply under this Section 2.1 shall be deferred for a period not to exceed 90 days from the date of receipt of written request from the Initiating Holders; or (6) So long as the Company is eligible to use Form S-3 for the registration of shares of its capital stock. Subject to the foregoing clauses (1) through (6), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable and in any event within sixty (i60) be at least $2,500,000, based on the closing trading price days after receipt of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% request or requests of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below Initiating Holders. **** Certain information has been omitted and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together filed separately with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it and Exchange Commission. Confidential treatment has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale omitted portions. The Company agrees that it may not make use of Common Stock by the Company (or such longer its rights to defer its obligations to file a registration statement pursuant to Sections 2.1(a)(ii)(3) and 2.3(b)(ii) more than once in any 12-month period and may not make use of its rights to defer its obligations to file a registration statement pursuant to Sections 2.1(a)(ii)(5) and 2.3(b)(iii) for more than an aggregate deferral period of time as may be specified 90 days in an underwriting agreement relating to such registration statement)any 12-month period.

Demand Registration. (a) After receipt of a written request from one or more New At any time during the Demand Period, the Holders requesting that shall have the right to require the Company effect to file a registration Registration Statement under the Securities Act (a "Demand Registration") covering all or any part of their respective Registrable Securities by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration by such Holder or Holders and the intended method of distribution thereof. In no event shall the Company's obligation to effect a Demand Registration reduce or relieve the Company of any obligation to effect and maintain the Shelf Registration Statement for the benefit of the other PVH Holders. Upon the receipt of such demand, the Company will (i) within ten days, give written notice of the Demand Registration to all other Holders and (ii) as soon as practicable, use its commercially reasonable efforts to effect such registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act covering all and any other governmental requirements or part regulations) of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") register, for sale, to the extent required to permit the disposition (distribution in accordance with the such intended method of distribution, together with all or methods thereof, as aforesaid) such portion of the Registrable Securities so registeredof any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after receipt of such written notice from the Company; provided, however, that the aggregate value of the Registrable Securities requested Company shall not be obligated to be registered take any action to effect any such Demand Registration, pursuant to this Section 2.2(a): (i) be at least $2,500,000after the Company has effected three Demand Registrations pursuant to this Section 2.2(a), based on the closing trading price of the Common Stock on the date the demand which registrations are deemed effective pursuant to file such Demand Registration Statement is made, Section 2.2(d) hereof; (ii) be if Registrable Securities equal to at least 25% of the New Registrable Securities initially issuable upon exercise originally issued Series B Stock or having an aggregate market value of the Warrants or at least $25,000,000 (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering market value shall be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, determined by multiplying the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders proposed per share offering price) are not included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, ; (iii) if the Company may include in such Demand Registration any other securities of shall have furnished to the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities requesting a registration pursuant to this Section 3 (each, 2.2(a) a "Demand for Registration") certificate signed by the Chairman of the Board of Directors or President of the Company stating that in addition the good faith judgment of the Board of Directors it would be detrimental to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected Company and its stockholders for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have notstatement to be filed at such time, prior then the Company's obligation to make such filing shall be deferred for a period not to exceed 180 days from the filing date of the relevant receipt of written request in respect of such Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities)Registration; provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) exercise such right more than two (2) Demand Registration Statements once in any twelve12-month period; (iv) during the period of time starting with the date 60 days immediately prior to the Company's estimated date of filing of, (ii) any Demand Registration Statement within and ending on the date 90 days (or 180 days in the case of an underwritten public offering) immediately following the effective date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant pertaining to any other registration rights agreement to which securities issued for the account of the Company is (other than a party registration of securities in a Rule 145 transaction or with respect to the sale of Common Stock by an employee benefit plan); provided that the Company (or such longer period of time as may be specified is actively employing in an underwriting agreement relating good faith all reasonable efforts to cause such registration statement)statement to become effective; provided, further, that the Company shall not exercise such right more than once in any 12-month period; or (v) of any Registrable Securities if such Registrable Securities are then covered by an effective Registration Statement.

Demand Registration. (a) After receipt of At any time prior to such time as the rights under this Section 2 terminate with respect to a Holder as provided in Section 2(a)(iii) hereof, upon written request notice from one or more New Holders such Holder in the manner set forth in Section 12(i) hereof requesting that the Company effect a the registration (a "Demand Registration") under the Securities Act covering of any or all or part of the Registrable Securities held by such Holder or any of its Affiliates which specifies notice shall specify the intended method or methods of disposition thereof and the number of shares to be registeredsuch Registrable Securities, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a effect, in the manner set forth in Section 5, the registration statement (a "Demand Registration Statement") relating to all shares under the Securities Act of such Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereofof disposition stated in such request (including (1) in an offering on a delayed or continuous basis under Rule 415 (or any successor rule of similar effect) promulgated under the Securities Act and accordingly requiring the filing of a "shelf" registration statement and/or (2) sales for cash or dispositions upon exchange or conversion of securities or dispositions for any form of consideration or no consideration), provided that: (i) if, while a registration request is pending pursuant to this Section 2(a), the Company determines, following consultation with and receiving advice from its legal counsel, that the filing of a registration statement would require the disclosure of material information that the Company has a bona fide business purpose for preserving as aforesaidconfidential and the disclosure of which the Company determines reasonably and in good faith would have a material adverse effect on the Company, the Company shall not be required to effect a registration pursuant to this Section 2(a) until the earlier of (A) the Registrable Securities so registered; date upon which such material information is otherwise disclosed to the public or ceases to be material and (B) 30 days after the Company makes such determination, provided, however, that the aggregate value of the Registrable Securities Company shall not be permitted to delay a requested to be registered registration in reliance on this clause (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, more than twice in any 12-month period; (ii) the Company shall not be at least 25% obligated to file a registration statement relating to a registration request pursuant to this Section 2 within a period of 60 calendar days after the effective date of any other registration statement of the New Registrable Securities initially issuable upon exercise of the Warrants or Company demanded pursuant to this Section 2(a); and (iii) include all Registrable Securities the Company shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 2: (A) in the case of a registration request by Transocean or any of its Affiliates, on more than three occasions after such time as Transocean and its Affiliates collectively own less than a majority of the voting power of the then outstanding shares of Common Stock (it being acknowledged that so long as Transocean and its Affiliates collectively own a majority of the voting power of the then outstanding shares of Common Stock, there shall be no limit to the number of occasions on which remain Transocean or its Affiliates may exercise their rights under this Section 2), or (B) in the case of a registration request by a Permitted Transferee or any of its Affiliates, on more than the number of occasions permitted such Holder in accordance with Section 11 hereof (it being acknowledged that (1) the exercise by such Permitted Transferee and its Affiliates of such rights shall not limit the number of occasions on which Transocean and its Affiliates may exercise their rights under this Section 2 and (2) so long as such Permitted Transferee and its Affiliates collectively own a majority of the then outstanding at shares of Common Stock, there shall be no limit to the number of occasions on which such timePermitted Transferee or its Affiliates may exercise their rights under this Section 2). (b) If the majority-in-interest Notwithstanding any other provision of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only this Agreement to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securitiescontrary, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities registration requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities Holder pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 2 shall not be deemed to have been effected (and, therefore, not requested for purposes of this Section 3(c) unless 2(a)), (i) it unless the registration statement filed in connection therewith has been declared effective by the SECbecome effective, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in if after such registration have notstatement has become effective, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not it becomes subject to any stop order, or there is issued an injunction or other order or requirement decree of the SEC (or other governmental agency or court for any reason other than any a misrepresentation or an omission by such stop orderHolder, which injunction, or other order or requirement decree prohibits or otherwise materially and adversely affects the offer and sale of the SEC prompted Registrable Securities so registered prior to the completion of the distribution thereof in accordance with the plan of distribution set forth in the registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by act reason of some act, misrepresentation or omission by a Holder and are not waived by the purchasers or underwriters. (c) In the event that any registration pursuant to this Section 2 shall involve, in whole or in part, an underwritten offering, Holders owning at least 50.1% of Holders the Fair Market Value of the Registrable Securities to be registered in connection with such offering shall have the right to designate an underwriter reasonably satisfactory to the Company as the lead managing underwriter of such underwritten offering. (d) The Company shall have the right to cause the registration of additional securities for sale for the account of any person (including the Company) in any registration of Registrable SecuritiesSecurities requested by any Holder pursuant to Section 2(a); provided, however, that if the New Holders participating managing underwriter or other independent marketing agent for such offering (if any) determines that, in such Demand Registration are not able its opinion, the additional securities proposed to register be sold will materially and sell at least two-thirds adversely affect the offering and sale of the New Registrable Securities to be registered in accordance with the intended method or methods of disposition then contemplated by such Holder only the number or principal amount of such additional securities, if any (in excess of the number or principal mount of Registrable Securities), which, in the opinion of such underwriter or agent, can be so sold without materially and adversely affecting such offering shall be included such registration. The rights of a Holder to cause the registration of additional Registrable Securities held by such Holder in any registration of Registrable Securities requested by another Holder pursuant to Section 2(a) shall be included in a Demand Registration, then such Demand Registration shall not be counted as one governed by the agreement of the five Demands for Registration Holders with respect thereto as provided for pursuant to this in Section 3(c11(a). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).

Demand Registration. (a) After receipt of a written At any time the Initiating Holders may request from one or more New Holders requesting in writing that the Company effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods Shares shall be registered for trading on any securities exchange. Within twenty (20) days after receipt of disposition thereof and the number of shares to be registeredany such request, the Company shall promptly notify give written notice of such request to the other Holders and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in writing of such demand registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration’s notice. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and shall use its reasonable best efforts to cause effect the registration of all Registrable Shares as to be declared effective a which it has received requests for registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that for trading on the Company has been so requested to register by such Holders ("Participating Demand Holders") securities exchange specified in the request for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registeredregistration; provided, however, that the aggregate value Company shall not be required to effect any registration under this Section 3.3 within a period of ninety (90) days following the Registrable Securities requested to be registered (i) be at least $2,500,000effective date of a previous registration. Notwithstanding any other provision of this Section 3, based on if the closing trading price of managing underwriter advises the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in writing that marketing factors require a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter limitation of such Demand Registration advises the Company in writing that, in its opinion, the number of securities shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by shareholders other than the Holders, then shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, shares held by the Holders (pro rata to the respective number of Registrable Shares requested by the Holders to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holderregistration); provided, however, that in no any event may all Registrable Securities held by the Existing Holders Shares must be included in such Demand Registration unless all registration prior to any other shares of the Company, provided, further that the Registrable Securities requested Shares shall consist no less than one-third (1/3) of the number of shares to be included in the Demand Registration by the New Holders are included in such Demand Registrationunderwritten. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the The Company may include in such Demand Registration not cause any other registration of securities of the Company and for sale for its own account (other securities held by other security holders of the Company as the Company may in its discretion determine or than a registration effected solely to implement an employee benefit plan) to be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that initiated after a registration requested pursuant to this Section 3 3.3 and to become effective less than ninety (90) days after the effective date of any registration requested pursuant to Section 3.3. The Company shall not be deemed required to have been effected for purposes of effect more than three (3) registrations under this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities)3.3; provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New obligation shall be deemed satisfied only when a registration statement covering all Registrable Securities requested Shares required to be included in a Demand Registration, then such Demand Registration registration as aforesaid for sale in accordance with the method of disposition specified by the Initiating Holders shall not be counted as one have become effective or if such registration statement has been withdrawn prior to the consummation of the five Demands offering at the request of the participating Holders (other than as a result of a material adverse change in the business or condition, financial or otherwise, of the Company) and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto (not including shares eligible for Registration provided for sale pursuant to this Section 3(cthe underwriters’ over-allotment option). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).

Demand Registration. (a) After receipt At any time and from time to time on or following the date hereof, any Holder or group of a written Holders may request from one or more New Holders requesting in writing (“Demand Registration Request”) that the Company effect a the registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's ’s or Holders’ Registrable Securities included with the Commission under and in accordance with the provisions of the Securities Act. The Company will file a Registration Statement covering such registration thereof Holder’s or Holders’ Registrable Securities requested to be registered, and shall use its reasonable efforts to cause such Registration Statement to be declared effective, as promptly as practicable after receipt of such request; provided, however, that the Company will not be required to file a Registration Statement pursuant to this Section 3, (a): (A) unless either (i) the principal amount of Registrable Securities requested to be registered on such Registration Statement equals at least twenty percent (20%) of the outstanding Registrable Securities held by all Holders or (ii) the Registrable Securities requested to be sold by the Holders pursuant to such Registration Statement have an anticipated aggregate gross offering price (before deducting underwriting discounts and commission) of at least $15 million; (B) if the Registrable Securities requested to be registered are already covered by an existing and effective Registration Statement and such Holder Registration Statement may be utilized for the offer and sale of the Registrable Securities requested to be registered; (C) if a registration statement filed by the Company shall specify in have previously been initially declared effective by the Commission within the one hundred eighty (180) days preceding the date such notice Demand Registration Request is made; and (D) if the number of Demand Registration Requests previously made pursuant to this Section (a) shall equal or exceed five (5); provided, however that a Demand Registration Request shall not be considered made for purposes of this clause (D) unless the requested Registration Statement has been declared effective by the Commission for more than 75% of the full amount of Registrable Securities that for which registration has been requested. (b) A Demand Registration Request shall specify (i) the then-current name and address of such Holder elects or Holders, (ii) the aggregate amount of Registrable Securities requested to include be registered, (iii) the total amount of Registrable Securities then beneficially owned by such Holder or Holders, and (iv) the intended means of distribution. If at the time the Demand Registration Request is made the Company appears, based on public information available to such Holder or Holders, eligible to use Form S-3 for the offer and sale of the Registrable Securities, the Holder or Holders making such request may request that the registration be in such registration. Thereuponthe form of a Shelf Registration Statement (for the avoidance of doubt, the Company shallshall not be under the obligation to file a Shelf Registration on Form S-3 if, as expeditiously as upon the advice of its counsel, it is practicable, but in any event no later than thirty not eligible to make such a filing). (30c) days (excluding any days which occur during a permitted Blackout Period The Company may satisfy its obligations under Section 6 below(a) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement hereof by amending (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permitted by applicable law) any registration statement previously filed by the Company under the Securities Act, so that such amended registration statement will permit the disposition (in accordance with the intended method or methods thereof, of disposition specified as aforesaid) of all of the Registrable Securities for which a Demand Registration Request has been properly made under Section 4(b) hereof. If the Company so registeredamends a previously filed registration statement, it will be deemed to have effected a registration for purposes of Section (a) hereof; provided, however, however that the aggregate value Effective Date of the amended registration statement, as amended pursuant to this Section 4(c) shall be the “the first day of effectiveness” of such Registration Statement for purposes of determining the period during which the Registration Statement is required to be maintained effective in accordance with Section 4(e) hereof. (d) Within ten (10) days after receiving a Demand Registration Request, the Company shall give written notice of such request to all other Holders of Registrable Securities and shall, subject to the provisions of Section 5(c) in the case of an Underwritten Offering, include in such registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on in the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such timemanner so requested. (be) If the majority-in-interest of the Participating Demand Holders in The Company will use its reasonable efforts to keep a Demand Registration relating to a public offering requests Statement that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration has become effective as contemplated by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 34 continuously effective, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other similar order or requirement of the SEC Commission: (A) in the case of a Registration Statement other than any a Shelf Registration Statement, until all Registrable Securities registered thereunder have been sold pursuant to such stop orderRegistration Statement, injunctionbut in no event later than two hundred seventy (270) days from the Effective Date of such Registration Statement; and (B) in the case of a Shelf Registration Statement, or other order or requirement until the earlier of: (x) three (3) years following the Effective Date of such Shelf Registration Statement; and (y) the SEC prompted date that all Registrable Securities covered by act or omission of Holders of such Shelf Registration Statement shall cease to be Registrable Securities); provided, however, that in the event of any stop order, injunction or other similar order or requirement of the Commission relating to any Shelf Registration Statement, if any Registrable Securities covered by such Shelf Registration Statement remain unsold, the New period during which such Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect; provided further, however, that if any Shelf Registration Statement was initially declared effective on Form S-3 and, prior to the date determined pursuant to Section 4(e)(B), the Company becomes ineligible to use Form S-3, the period during which such Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which the Company did not have an effective Registration Statement covering unsold Registrable Securities initially registered on such Shelf Registration Statement. (f) The Holder or Holders participating making a Demand Registration Request may, at any time prior to the Effective Date of the Registration Statement relating to such registration, revoke their request for the Company to effect the registration of all or part of such Holder’s or Holders’ Registrable Securities by providing a written notice to the Company. If, pursuant to the preceding sentence, the entire Demand Registration Request is revoked, then, at the option of the Holder or Holders who revoke such request, either (i) such Holder or Holders shall reimburse the Company for all of its reasonable and documented out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement, which out-of-pocket expenses, for the avoidance of doubt, shall not include overhead expenses and which requested registration shall not count as one of the permitted Demand Registration Requests hereunder or (ii) the requested registration that has been revoked will be deemed to have been effected for purposes of Section (a). (g) If a Registration Statement filed pursuant to this Section 4 is a Shelf Registration Statement, then upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering, in the manner and subject to the conditions described in Section 5 of this Agreement, provided that either (i) the principal amount of Registrable Securities to be included in such Demand Registration are not able to register and sell “takedown” shall equal at least two-thirds twenty percent (20%) of the New outstanding Registrable Securities held by all Holders or (ii) the Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock sold by the Company Holders in such “takedown” shall have an anticipated aggregate offering price (or such longer period before deducting underwriting discounts and commission) of time as may be specified in an underwriting agreement relating to such registration statement)at least $15 million.

Demand Registration. (a) After Upon receipt of a written request from one or more New Holders a Holder holding at least 25% of the Registrable Securities at such time (on an as converted basis) requesting that the Company effect a registration (a "“Demand Registration"”) under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registeredthereof, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, 2.04 hereof may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's ’s receipt of the aforementioned notice from the Company) to have all or part of such Holder's ’s Registrable Securities included in such registration thereof pursuant to this Section 32.01, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, Thereupon the Company shall, as expeditiously as is practicablepossible, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 2.05 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective effective, a registration statement (a "“Demand Registration Statement"”) relating to all shares of Registrable Securities that which the Company has been so requested to register by such Holders ("“Participating Demand Holders"”) for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests holding a majority in interest of Registrable Securities (on an as converted basis) for which such Demand Registration was requested request that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 2.13 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "“Maximum Number of Securities"”), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all of the New Holders participating in such Participating Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration held by each Existing Participating Demand Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company in an amount not to exceed the difference between (i) the Maximum Number of Securities and (ii) the Registrable Securities which the Company has been requested to register by the Participating Demand Holders, as the Company may in its reasonable discretion determine or be obligated to allow, in an amount, amount which together with the Registrable Securities included in such Demand Registration, Registration shall not exceed the Maximum Number of Securities. (c) New Holders Registrations under this Section 2.01 shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in on such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement appropriate form of the SEC (other than any such stop order, injunction, or other order or requirement i) as shall be selected by the Company and (ii) as shall permit the disposition of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then accordance with the intended method or methods of disposition specified in the applicable Holders’ request for such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c)registration. (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve12-month period, period or (ii) any Demand Registration Statement within 90 ninety (90) days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement)Statement.

Demand Registration. (a) After receipt If, at any time after the end of the Applicable Holdback Period, the Company shall receive a written request from one or more New Holders requesting FP that the Company effect a the registration (a "Demand Registration") under the Securities Act covering of all or part a portion of the FP’s Registrable Securities which specifies Securities, and specifying the intended method or methods of disposition thereof and the number of shares to be registered(a “Demand Registration”), then the Company shall promptly notify all Holders in writing give written notice of such requested registration at least 15 days prior to the anticipated filing date of the receipt of registration statement relating to such request and Demand Registration to each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from Non-Requesting Stockholder. Upon the Company) to have all or part ’s giving notice of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such a requested registration. Thereupon, the Company shallwill use its best efforts to effect, as expeditiously as is practicablepossible, but in any event no later than thirty the registration under the Securities Act of: (30i) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by FP, then held by FP, and (ii) subject to the restrictions set forth in Section 4.02, all other Registrable Securities of the same class as that requested to be registered by FP which any Non-Requesting Stockholder entitled to request the Company to effect an Incidental Registration pursuant to Section 4.02 (all such Stockholders, together with FP, the “Holders”) have requested the Company to register by written request received by the Company within 15 days after the receipt by such Holders ("Participating Demand Holders") for saleof such written notice given by the Company, all to the extent required necessary to permit the disposition (in accordance with the intended method or methods thereof, thereof as aforesaid) of the Registrable Securities so to be registered; provided, however, provided that the Company shall not be obligated to effect a Demand Registration unless either (x) the aggregate value of the Registrable Securities requested proceeds expected to be registered (i) be at least $2,500,000, based on received from the closing trading price sale of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities Shares requested to be included in such Demand Registration by each New Holder)equal or exceed $10,000,000 or, andin the case of a Shortform Registration, second, to $5,000,000 or (y) the Existing Holders on a pro rata basis (based on the number remaining portion of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders FP would be included in such Demand Registration unless all of the Registrable Securities requested registered pursuant to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, In no event will the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) effect more than two (2) one Demand Registration Statements in hereunder within any twelvesix-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).

Demand Registration. (a) After receipt At any time and from time to time on or following the Plan Effective Date, any Holder or group of a written Holders may request from one or more New Holders requesting in writing (“Demand Registration Request”) that the Company effect a the registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's ’s or Holders’ Registrable Securities included with the Commission under and in accordance with the provisions of the Securities Act. The Company will file a Registration Statement covering such registration thereof Holder’s or Holders’ Registrable Securities requested to be registered, and shall use its reasonable efforts to cause such Registration Statement to be declared effective, as promptly as practicable after receipt of such request; provided, however, that the Company will not be required to file a Registration Statement pursuant to this Section 3, 4(a): (A) unless either (i) the principal amount of Registrable Securities requested to be registered on such Registration Statement equals at least twenty percent (20%) of the outstanding Registrable Securities held by all Holders or (ii) the Registrable Securities requested to be sold by the Holders pursuant to such Registration Statement have an anticipated aggregate gross offering price (before deducting underwriting discounts and commission) of at least $10 million; (B) if the Registrable Securities requested to be registered are already covered by an existing and effective Registration Statement and such Holder Registration Statement may be utilized for the offer and sale of the Registrable Securities requested to be registered; (C) if a registration statement filed by the Company shall specify in have previously been initially declared effective by the Commission within the one hundred eighty (180) days preceding the date such notice Demand Registration Request is made; and (D) if the number of Demand Registration Requests previously made pursuant to this Section 4(a) shall equal or exceed five (5); provided, however that a Demand Registration Request shall not be considered made for purposes of this clause (D) unless the requested Registration Statement has been declared effective by the Commission for more than 75% of the full amount of Registrable Securities that for which registration has been requested. (b) A Demand Registration Request shall specify (i) the then-current name and address of such Holder elects or Holders, (ii) the aggregate amount of Registrable Securities requested to include be registered, (iii) the total amount of Registrable Securities then beneficially owned by such Holder or Holders, and (iv) the intended means of distribution. If at the time the Demand Registration Request is made the Company appears, based on public information available to such Holder or Holders, eligible to use Form S-3 for the offer and sale of the Registrable Securities, the Holder or Holders making such request may request that the registration be in such registration. Thereuponthe form of a Shelf Registration Statement (for the avoidance of doubt, the Company shallshall not be under the obligation to file a Shelf Registration on Form S-3 if, as expeditiously as upon the advice of its counsel, it is practicable, but in any event no later than thirty not eligible to make such a filing). (30c) days (excluding any days which occur during a permitted Blackout Period The Company may satisfy its obligations under Section 6 below4(a) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement hereof by amending (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permitted by applicable law) any registration statement previously filed by the Company under the Securities Act, so that such amended registration statement will permit the disposition (in accordance with the intended method or methods thereof, of disposition specified as aforesaid) of all of the Registrable Securities for which a Demand Registration Request has been properly made under Section 4(b) hereof. If the Company so registeredamends a previously filed registration statement, it will be deemed to have effected a registration for purposes of Section 4(a) hereof; provided, however, however that the aggregate value Effective Date of the amended registration statement, as amended pursuant to this Section 4(c) shall be the “the first day of effectiveness” of such Registration Statement for purposes of determining the period during which the Registration Statement is required to be maintained effective in accordance with Section 4(e) hereof. (d) Within ten (10) days after receiving a Demand Registration Request, the Company shall give written notice of such request to all other Holders of Registrable Securities and shall, subject to the provisions of Section 5(c) in the case of an Underwritten Offering, include in such registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on in the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such timemanner so requested. (be) If the majority-in-interest of the Participating Demand Holders in The Company will use its reasonable efforts to keep a Demand Registration relating to a public offering requests Statement that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration has become effective as contemplated by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 34 continuously effective, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other similar order or requirement of the SEC Commission: (A) in the case of a Registration Statement other than any a Shelf Registration Statement, until all Registrable Securities registered thereunder have been sold pursuant to such stop orderRegistration Statement, injunctionbut in no event later than two hundred seventy (270) days from the Effective Date of such Registration Statement; and (B) in the case of a Shelf Registration Statement, or other order or requirement until the earlier of: (x) three (3) years following the Effective Date of such Shelf Registration Statement; and (y) the SEC prompted date that all Registrable Securities covered by act or omission of Holders of such Shelf Registration Statement shall cease to be Registrable Securities); provided, however, that in the event of any stop order, injunction or other similar order or requirement of the Commission relating to any Shelf Registration Statement, if any Registrable Securities covered by such Shelf Registration Statement remain unsold, the New period during which such Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect; provided further, however, that if any Shelf Registration Statement was initially declared effective on Form S-3 and, prior to the date determined pursuant to Section 4(e)(B), the Company becomes ineligible to use Form S-3, the period during which such Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which the Company did not have an effective Registration Statement covering unsold Registrable Securities initially registered on such Shelf Registration Statement. (f) The Holder or Holders participating making a Demand Registration Request may, at any time prior to the Effective Date of the Registration Statement relating to such registration, revoke their request for the Company to effect the registration of all or part of such Holder’s or Holders’ Registrable Securities by providing a written notice to the Company. If, pursuant to the preceding sentence, the entire Demand Registration Request is revoked, then, at the option of the Holder or Holders who revoke such request, either (i) such Holder or Holders shall reimburse the Company for all of its reasonable and documented out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement, which out-of-pocket expenses, for the avoidance of doubt, shall not include overhead expenses and which requested registration shall not count as one of the permitted Demand Registration Requests hereunder or (ii) the requested registration that has been revoked will be deemed to have been effected for purposes of Section 4(a). (g) If a Registration Statement filed pursuant to this Section 4 is a Shelf Registration Statement, then upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering, in the manner and subject to the conditions described in Section 5 of this Agreement, provided that either (i) the principal amount of Registrable Securities to be included in such Demand Registration are not able to register and sell “takedown” shall equal at least two-thirds twenty percent (20%) of the New outstanding Registrable Securities held by all Holders or (ii) the Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock sold by the Company Holders in such “takedown” shall have an anticipated aggregate offering price (or such longer period before deducting underwriting discounts and commission) of time as may be specified in an underwriting agreement relating to such registration statement)at least $15 million.

Demand Registration. (a) After receipt of a written request from one or more New Holders requesting that If the Company effect has exercised the 2010 Consideration Substitute Right pursuant to Clause 7.1.2 of the Option Agreement, the Company shall, in accordance with Article IV below and subject to Section 2.8 below, either (i) file a registration (a "Demand Registration") statement under the Securities Act covering all or part of with the Registrable Commission to register under the Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the Act that number of Registrable Securities that the Company determines represents the maximum number of Registrable Securities that will be issued as the Stock Settlement Amount, or (ii) file with the Commission a prospectus supplement (the “Prospectus Supplement”) to an existing shelf registration statement on Form S-3 which is at the time currently effective (the “Form S-3”) to register such Holder elects number of Registrable Securities, but, in each case, only to include in such registrationthe extent that the Shareholders have complied with their obligations under Sections 2.6 and 6.1 below (a “Registration”). ThereuponSubject to Section 2.8 below, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and shall use its reasonable best efforts to cause the Registrable Securities to be declared effective a registration statement registered for resale by the Shareholders under the Securities Act on the Required Registration Date. For purposes of this Agreement, the “Required Registration Date” means (a "Demand Registration Statement"x) relating June 1, 2010, in the event that the Shareholders do not advise the Company that they intend to all shares of distribute the Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (means of an underwriting in accordance with Section 2.3, (y) June 8, 2010, in the intended method or methods thereof, as aforesaid) of event that the Shareholders advise the Company that they intend to distribute the Registrable Securities so registeredby means of an underwriting in accordance with Section 2.3 and (z) in the case of the issuance of Deferred Shares, the dates that are (A) the 16th day after the issuance of such Deferred Shares, in the event that the Shareholders do not advise the Company that they intend to distribute such Registrable Securities by means of an underwriting in accordance with Section 2.3 and (B) the 23rd day after the issuance of such Deferred Shares, in the event that the Shareholders advise the Company that they intend to distribute such Registrable Securities by means of an underwriting in accordance with Section 2.3; provided, provided however, that such Required Registration Date shall be extended by one day for each day the aggregate value Shareholders have not complied with their obligations under Sections 2.6 and 6.1 below and provided further that if the Shareholders have advised the Company that they intend to distribute Registrable Securities by means of an underwriting, and if the Registrable Securities requested have not been registered in connection therewith under the Securites Act prior to be registered 7:00 a.m. (iNY time) be at least $2,500,000on June 8, based on 2009 (or the closing trading price 23rd day after the issuance of the Common Stock on Deferred Shares, as the date the demand to file such Demand Registration Statement is made, (iicase may be) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities")for any reason whatsoever, then the Company shall include notwithstanding any provision of this Agreement which requires CEDC to take action or assist or cooperate in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number respect of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securitiesan underwritten offering, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders CEDC shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to file the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes or Prospectus Supplement contemplated by the first sentence of this Section 3(c) unless (i) it has 2.1 as if such request for an underwritten offering had not been declared effective by made. It is understood and agreed that the SEC, (ii) it has remained effective for sole remedy of the period Shareholders with respect to a failure to file or cause the Registrable Securities to be registered under the Securities Act on or prior to the Required Registration Date is set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing Clause 7.2 of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c)Option Agreement. (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).

Demand Registration. (a) After receipt If, at any time commencing six (6) months after the date of consummation of the Initial Public Offering, the Company shall receive a written request from one or more New Holders requesting Oak Hill (the “Requesting Stockholder”) that the Company effect a the registration (a "Demand Registration") under the Securities Act covering of all or part any portion of the such Requesting Stockholder’s Registrable Securities which specifies Securities, and specifying the intended method or methods of disposition thereof and the number of shares to be registeredthereof, then the Company shall promptly notify all Holders in writing of the receipt give notice of such request and requested registration (each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect request shall be referred to herein as a “Demand Registration”) at least fifteen (by written notice sent to the Company within ten (1015) Business Days from prior to the anticipated filing date of the registration statement relating to such Holder's receipt of Demand Registration to the aforementioned notice from the Company) other Stockholders and thereupon shall use its best efforts to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shalleffect, as expeditiously as is practicablepossible, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period the registration under Section 6 below) after receipt the Securities Act of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities for which remain outstanding at such timethe Requesting Stockholder has requested registration under this Section 5.01. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the The Company shall include be liable for and pay all Registration Expenses in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by connection with each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number regardless of Securitieswhether such Registration is effected. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "A Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless occurred: (i) it unless the registration statement relating thereto (A) has been declared become effective by under the SEC, Securities Act and (iiB) it has remained effective for the a period set forth of at least 120 days (or such shorter period in Section 7(a), (iii) Holders of which all Registrable Securities of the Requesting Stockholder included in such registration have notactually been sold thereunder), prior to the filing of the relevant provided that such registration statement shall not be considered a Demand Registration Statementif, withdrawn sufficient shares from after such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3statement becomes effective, and (iv1) the offering of Registrable Securities pursuant to such registration statement is not subject to interfered with by any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order governmental agency or requirement court and (2) less than 75% of the SEC prompted by act or omission of Holders of Registrable Securities)Securities included in such registration statement have been sold thereunder; provided, however, that or (ii) if the New Holders participating Maximum Offering Size (as defined below) is reduced in accordance with Section 5.01(d) such that less than 50% of the Registrable Securities of the Requesting Stockholders sought to be included in such registration are included. (d) If a Demand Registration are not able involves a Public Offering and the managing underwriter advises the Company and the Requesting Stockholders that, in its view, the number of Company Securities that the Requesting Stockholder and the Company propose to register and sell include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at least two-thirds of which such shares can be sold (the New “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be included in a Demand Registrationregistered by the Requesting Stockholders, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c).and (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant second, all Registrable Securities proposed to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock be registered by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement)Company.

Demand Registration. (a) After Any time after the earlier of (i) December 31, 2018 and (ii) 180 days after a Qualified IPO, an Investor Majority may notify the Company in writing that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities in the manner specified in such request. Upon receipt of a written request from one or more New Holders requesting that the Company effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registeredsuch request, the Company shall promptly notify all Holders in writing of the receipt deliver notice of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Investors holding Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder who shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than then have thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt to notify the Company in writing of a written their desire to be included in such registration. If the request for a Demand Registrationregistration contemplates an underwritten public offering, file with the SEC Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon such Person’s participation in such underwritten public offering and the inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its reasonable best efforts to cause to be declared effective expeditiously file a registration statement (a "Demand Registration Statement") relating to Form S-1 covering all shares of Registrable Securities that whose holders request participation in such registration under the Company has been so requested to register by such Holders ("Participating Demand Holders") for saleSecurities Act, but only to the extent required to permit the disposition (provided for in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registeredthis Agreement; provided, however, that the aggregate value Company shall not be required to effect or pay for registration pursuant to a request under this Section 2 more than two (2) times. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Securities requested shall have been entitled to be join pursuant to Section 4 and in which there shall have been effectively registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities as to which remain outstanding registration shall have been requested. A registration will not count as a requested registration under this Section 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating shareholders; provided, however, that the holders that participate in such timeregistration pursuant to this Section 2(a) and hold at least sixty percent (60%) of Registrable Securities (the “Withdrawing Holders”) may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) but has not yet been declared effective, and the Withdrawing Holders may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2(a). (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a requested registration involves an underwritten public offering requests that and the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises offering determines in good faith that the Company in writing thatnumber of securities sought to be offered should be limited due to market conditions, in its opinion, then the number of securities to be included in such underwritten public offering is greater shall be reduced to a number deemed satisfactory by such managing underwriter; provided, however, that the shares to be excluded shall be determined in the following order of priority: (i) persons not having any contractual or other right to include such securities in the registration statement, (ii) securities held by any other Persons (other than the total number holders of securities which can be sold therein without Registrable Securities) having a material adverse effect on the distribution of contractual, incidental “piggy back” right to include such securities or otherwise having a material adverse effect on in the marketability thereof registration statement, (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested iii) securities to be registered thereunder only by the Company pursuant to the extent the number of such registration statement, (iv) Registrable Securities does of holders who did not exceed make the Maximum Number original request for registration and (v) Registrable Securities of Securitiesholders who requested such registration pursuant to Section 2(a). If such amount exceeds the Maximum Number there is a reduction of Securities, the number of Registrable Securities included in pursuant to clauses (iv) or (v), such Demand Registration reduction shall be allocated first, among all the New Holders participating in such Demand Registration made on a pro rata basis (based on upon the aggregate number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securitiesholders). (c) New Holders With respect to a request for registration pursuant to Section 2(a) which is for an underwritten public offering, the managing underwriter shall be entitled to an aggregate chosen by the holders of four two-thirds (42/3) registrations in interest of the Registrable Securities to be sold in such offering (which approval will not be unreasonably withheld or delayed). 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 twenty (120) days following the effective date of any registration required pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement).

Demand Registration. (a) After receipt Subject to the conditions of this Section 2.1, if FS receives a written request from one or more New Holders requesting JL that the Company effect FS file a registration (a "Demand Registration") statement under the Securities Act covering the registration of all or a part of its Registrable Securities, then FS shall use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which specifies that it has requested to be registered (such request to include the number of Registrable Securities sought to be included and the intended method or methods of disposition thereof distribution of such Registrable Securities), subject to and in accordance with the number of shares terms, conditions, procedures, and limitations contained in this Agreement. JL may at any time prior to be registered, the Company shall promptly notify all Holders in writing effective date of the receipt of such registration statement relating to a requested registration under this Section 2.1 revoke its request and each such Holderby providing written notice to FS, in lieu of exercising its rights under which case the Registration Expenses will be borne in accordance with Section 4 hereof, may elect 2.4. (by written notice sent b) FS shall not be required to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such effect a registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty 2.1: (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 belowi) after receipt of a written request for a Demand RegistrationFS has effected one registration pursuant to this Section 2.1, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that a registration shall not count as having been effected unless and until it has become effective, and unless and until JL shall have had the aggregate value opportunity to register and sell 100% of the its Registrable Securities initially requested to be registered pursuant thereto, except that a registration the request for which has been revoked by JL shall count as having been effected unless the revocation is based upon material adverse information concerning the business or financial condition of FS of which JL was not aware at the time of its request for registration; (iii) be at least $2,500,000during the period starting with the date of filing of, based on the closing trading price of the Common Stock and ending on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the effective date of effectiveness of of, a registration statement pertaining to any other Registration Statement or underwritten public offering in which JL was given the opportunity to participate pursuant to Section 2.2; provided that FS uses commercially reasonable efforts to cause such registration statement to become effective; or (iii) during any Demand Registration Statement within 90 days following period when FS is not eligible to use Form S-3 to register the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement)Registrable Securities.

Demand Registration. (a) After Upon receipt of a written request from one or more New Holders a Holder holding at least 25% of the Registrable Securities at such time (on an as converted basis) requesting that the Company effect a registration (a "“Demand Registration"”) under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registeredthereof, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, 2.04 hereof may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's ’s receipt of the aforementioned notice from the Company) to have all or part of such Holder's ’s Registrable Securities included in such registration thereof pursuant to this Section 32.01, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, Thereupon the Company shall, as expeditiously as is practicablepossible, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 2.05 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective effective, a registration statement (a "“Demand Registration Statement"”) relating to all shares of Registrable Securities that which the Company has been so requested to register by such Holders ("“Participating Demand Holders"”) for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests holding a majority in interest of Registrable Securities (on an as converted basis) for which such Demand Registration was requested request that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 2.13 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "“Maximum Number of Securities"”), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all of the New Holders participating in such Participating Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration held by each Existing Participating Demand Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company in an amount not to exceed the difference between (i) the Maximum Number of Securities and (ii) the Registrable Securities which the Company has been requested to register by the Participating Demand Holders, as the Company may in its reasonable discretion determine or be obligated to allow, in an amount, amount which together with the Registrable Securities included in such Demand Registration, Registration shall not exceed the Maximum Number of Securities. (c) New Holders Registrations under this Section 2.01 shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in on such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement appropriate form of the SEC (other than any such stop order, injunction, or other order or requirement i) as shall be selected by the Company and (ii) as shall permit the disposition of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then accordance with the intended method or methods of disposition specified in the applicable Holders’ request for such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c)registration. (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, period or (ii) any Demand Registration Statement within 90 ninety (90) days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement)Statement.

Demand Registration. (a) After receipt On or after April 10, 2003, upon written notice of the Holders of a written request from one or more New Holders majority of the then outstanding Registrable Securities (on a common stock equivalent basis) requesting that the Company effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities which specifies and specifying the intended method or methods of disposition distribution thereof and the number of shares to be registered(which may include a continuous or delayed offering), the Company shall promptly notify all Holders prepare and file a Registration Statement on Form S-3 under the Securities Act, or other appropriate Form in writing of the receipt of such request and each such Holderevent Form S-3 is not available, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to covering the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in then outstanding and shall use commercially reasonable efforts to cause such registration thereof pursuant Registration Statement to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, become effective as expeditiously as is practicable, but in any event no later than thirty possible and to remain effective until the earlier to occur of (30i) days (excluding any days the date on which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that covered by such Registration Statement have been sold and the Company distribution contemplated thereby has been so requested to register completed or (ii) the date by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of which all the Registrable Securities so registeredcovered thereby may be sold under Rule 144(k) (the "Effectiveness Period"); provided, however, that the aggregate value Purchaser shall not, pursuant to this Section 6.1, be entitled to sell more than twenty-five percent (25%) of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the aggregate number of Registrable Securities included acquired at the Closing in such Demand Registration shall be allocated firstany calendar quarter, among all or if the New Holders participating in such Demand Registration on a pro rata basis (based on Company's fiscal year is not the number of Registrable Securities requested to be included in such Demand Registration by each New Holder)calendar year, and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all any fiscal quarter of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand RegistrationCompany. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a A demand registration requested pursuant to this Section 3 shall 6.1(a) will not be deemed to have been effected for purposes of this Section 3(c) unless (i) it the Registration Statement relating thereto has been declared become effective by under the SEC, (ii) it has remained Securities Act and remains effective for the period set forth in described above. (b) A Holder (including the Purchaser) or Holders requesting a registration pursuant to this Section 7(a)6.1(a) may, (iii) Holders of Registrable Securities included in such registration have not, at any time prior to the filing effective date of the relevant Demand Registration StatementStatement relating to such registration, withdrawn sufficient shares from revoke such request by providing a written notice to the Company revoking such request. (c) The Company and any Other Approved Holder may include its securities in any demand registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities effected pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities)this Section 6.1; provided, however, that if the New managing underwriter(s) or the representative(s) of the several underwriters (the "Managing Underwriter") of a proposed underwritten public offering of Common Stock advises the Holder or Holders participating intending to participate in such Demand Registration are not able offering in writing that the total amount or kind of securities which such Holders, the Company and such Other Approved Holders intend to register and sell at least two-thirds include in such offering is sufficiently large to materially adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the New Registrable Securities requested Other Approved Holders shall be reduced pro rata among such Other Approved Holders to the extent necessary to reduce the total amount or kind of securities to be included in a Demand Registrationsuch proposed public offering to the amount or kind recommended by such Managing Underwriter and, if such reduction results in no securities being offered for the accounts of the Other Approved Holders in such proposed public offering, then such Demand Registration shall not the amount or kind of securities to be counted as one offered for the account of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect reduced to the sale extent necessary to reduce the total amount or kind of Common Stock securities to be included in such proposed public offering to the amount or kind recommended by the Company (such managing underwriter or such longer period of time as may be specified in an underwriting agreement relating to such registration statement)underwriters.

Demand Registration. (a) After receipt of a written request from one On or more New Holders requesting that prior to each Filing Date, the Company effect shall prepare and file with the Commission a registration Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder 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, subject to the provisions of Section 2(d)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders or to make any disclosure contained therein not misleading) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B. Subject to the terms of this Agreement, the Company shall use reasonable best efforts to cause a "Demand Registration"Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act covering all or part of as promptly as possible after the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicablefiling thereof, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registrationthe applicable Effectiveness Date, file with the SEC and shall use its reasonable best efforts to cause keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that (the “Effectiveness Period”). The Company shall notify the Holders via e-mail of the effectiveness of a Registration Statement as promptly as practicable, and shall, if requested, provide the Holders with copies of the final Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) that all of the Registrable Securities so registeredcannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use reasonable best efforts to file an amendment or amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, 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 2(c) with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment, the aggregate value Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities requested in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand a particular Registration Statement is made, as a secondary offering (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests and notwithstanding that the offering be underwritten Company used diligent efforts to advocate with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, Commission to maximize the number of securities Registrable Securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"registered), then the Company shall include unless otherwise directed in such Demand Registration the writing by a Holder as to its Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in to be registered on such Demand Registration Statement will be reduced as follows: (i) First, the Company shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested reduce or eliminate any securities to be included in such Demand Registration other than Registrable Securities; and (ii) Second, the Company shall reduce Registrable Securities represented by each New Holder), and, second, Shares and Warrant Shares (applied to the Existing Holders on a pro rata basis (based on the total number of unregistered Shares and Warrant Shares held by such Holders). In the event of a reduction hereunder, the Company shall give the Holder at least five (5) Trading Days’ prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, then the Company shall use reasonable best efforts to file with the Commission, as promptly thereafter as allowed by Commission 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 requested that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to be included its Filing Date, (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held accordance with Rule 461 promulgated by the Existing Holders Commission pursuant to the Securities Act, within two Trading Days of the date that the Company is notified in writing by the Commission that such Registration Statement will not be included in such Demand “reviewed” or will not be subject to further review, (iii) a Registration unless Statement registering for resale all of the Registrable Securities requested to be included in the Demand Registration is not declared effective by the New Holders are included in such Demand Registration. If Commission by the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities Effectiveness Date of the Company and other securities held by other security holders Initial Registration Statement or (iv) after the effective date of the Company a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the all Registrable Securities included in such Demand RegistrationRegistration Statement, shall or the Holders are otherwise not exceed permitted to utilize the Maximum Number of Securities. Prospectus therein to resell such Registrable Securities (c) New Holders shall be entitled to other than during an Allowed Delay), for more than 15 consecutive calendar days or more than an aggregate of four 20 calendar days (4which need not be consecutive calendar days) registrations during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of Registrable Securities clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such two Trading Day period is exceeded, and for purpose of clause (iv) the date on which such 15 or 20 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each 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 pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section 3 in full within seven Trading Days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (each, a "Demand for Registration"or such lesser maximum amount that is permitted to be paid by applicable law) in addition to the Shelf Registration Statement Holder, 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 Section 2; provided the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. The parties agree that a registration requested pursuant notwithstanding anything to this Section 3 the contrary herein or in the Purchase Agreement, no liquidated damages shall not be deemed to have been effected for purposes of this Section 3(c) unless payable (i) if as of the relevant Event Date, the Registrable Securities may be sold by the Holders without volume or manner of sale restrictions under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Holder and the Company’s transfer agent, if any, (ii) to a Holder with respect to an Event caused by any action of such Holder or failure of such Holder to take any action that such Xxxxxx is required to take hereunder, or (iii) to a Holder in the event it is unable to lawfully sell any of its Registrable Securities because of possession of material non-public information. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as 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 the Registrable Securities has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c)Commission. (df) Notwithstanding anything to the contrary contained hereinin this Agreement, in no event shall the Company shall not be required permitted to prepare and file (i) more than two (2) Demand Registration Statements in name any twelve-month period, (ii) Holder or affiliate of a Holder as any Demand Registration Statement within 90 days following underwriter without the date prior written consent of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock by the Company (or such longer period of time as may be specified in an underwriting agreement relating to such registration statement)Holder.

Demand Registration. (ai) After Upon receipt of a written request for Registration hereunder from one (A) any Affiliate (or more New Holders requesting that any affiliate thereof) or (B) any other Shareholder or Shareholders holding in the Company effect a registration (a "Demand Registration") under aggregate not less than 25% of the Securities Act covering all or part number of shares of any class of the Registrable Securities which specifies the intended method (a "25% Shareholder," and together with any Affiliate or methods of disposition thereof and the number of shares to be registeredany affiliate thereof, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupona "Requesting Party"), the Company shall, as expeditiously as is practicablewith respect to any request received from a Requesting Party (or Parties), but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt subject to the terms and conditions of a written request for a Demand Registrationthis Agreement, prepare and file with the SEC Commission, and use its commercially reasonable best efforts to cause to be have declared effective a registration statement (a "Demand Registration Statement") Statement under the Securities Act relating to all shares the offer and sale by the Requesting Party (or Parties) specified in such request through such method or methods of Registrable Securities that the Company has been so requested to register by distribution as specified in such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (request and otherwise in accordance with the intended method or methods thereofthis Agreement, as aforesaid) of the Registrable Securities so registeredspecified in such request; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration Shareholders shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested permitted to be included in such Demand Registration by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of make only four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 3, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sell at least two-thirds of the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands requests for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, hereunder and the Company shall not be required to prepare and file more than four Registration Statements pursuant to this Agreement, provided further, that the Company may satisfy its obligations under this Section 2(a) by (i) more than two filing a shelf Registration Statement on Form F-3 (2a "Shelf Registration Statement") Demand Registration Statements under the Securities Act relating to the offer and sale by the Shareholder(s) at any time and from time to time on a delayed or continuous basis in any twelve-month periodaccordance with Rule 415 under the Securities Act, through such method or methods of distribution as the Requesting Party (or Parties) shall select, of all of the Registrable Securities and (ii) any Demand using commercially reasonable efforts to keep such Shelf Registration Statement within 90 effective under the Securities Act for so long as permitted by Rule 415 under the Securities Act or, if earlier, until such time as no Shareholder owns any Registrable Securities. In the event that the Company elects to satisfy its obligations under this Section 2(a) by filing a Shelf Registration Statement, then Shareholders shall not be permitted to make any further requests for Registration hereunder and the Company shall not be required to prepare or file further Registration Statements pursuant to this Agreement, provided that all of the Registrable Securities have been registered thereunder or have otherwise become freely tradable under applicable securities laws. (ii) Within five days following the date of effectiveness receipt of any request for a Registration, the Company shall deliver written notice of such request to all other holders of Registrable Securities of the class or classes to be registered. Thereafter, the Company shall include in such Registration Statement any additional Registrable Securities of each such class which the holder or holders thereof have requested in writing be included in such Registration, provided that all requests therefor have been received by the Company within ten days of the Company's having sent the applicable notice to such holder or holders. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution of the same. (iii) any Demand The Issuer shall be deemed to have effected a Registration if the applicable Registration Statement within 90 is declared effective by the SEC and remains effective for not less than 180 days following (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, in the date opinion of effectiveness counsel for the underwriter or underwriters, is required by law for the delivery of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or Prospectus in connection with respect to the sale of Common Stock Registrable Securities by the Company (an underwriter or such longer period of time as may be specified in an underwriting agreement relating to such registration statement)dealer.

Demand Registration. (a) After receipt At any time and from time to time beginning on the first anniversary after the Plan Effective Date, any Holder or group of a written Holders may request from one or more New Holders requesting in writing (“Demand Registration Request”) that the Company effect a the registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's ’s or Holders’ Registrable Securities included with the Commission under and in accordance with the provisions of the Securities Act. The Company will file a Registration Statement covering such registration thereof pursuant Holder’s or Holders’ Registrable Securities requested to this Section 3be registered, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause such Registration Statement to be declared effective, as promptly as practicable after receipt of such request; provided, however, that the Company will not be required to file a Registration Statement pursuant to this Section 5(a): (A) unless (i) the number of Registrable Securities requested to be registered on such Registration Statement equals at least twenty-five percent (25%) of all Registrable Securities at such time or (ii) the Registrable Securities requested to be sold by the Holders pursuant to such Registration Statement have an anticipated aggregate gross offering price (before deducting underwriting discounts and commission) of at least $40 million; (B) if the Registrable Securities requested to be registered are already covered by an existing and effective Registration Statement and such Registration Statement may be utilized for the offer and sale of the Registrable Securities requested to be registered; (C) if a registration statement filed by the Company shall have previously been initially declared effective by the Commission within the one hundred eighty (a "180) days preceding the date such Demand Registration Statement"Request is made; and (D) relating if the number of Demand Registration Requests previously made pursuant to all shares this Section 5(a) shall equal or exceed three (3); provided, however that a Demand Registration Request shall not be considered made for purposes of this clause (D) unless the requested Registration Statement has been declared effective by the Commission for more than 75% of the full amount of Registrable Securities for which registration has been requested. (b) A Demand Registration Request shall specify (i) the then-current name and address of such Holder or Holders, (ii) the aggregate number of Registrable Securities requested to be registered, (iii) the total number of Registrable Securities then beneficially owned by such Holder or Holders, and (iv) the intended means of distribution. If at the time the Demand Registration Request is made the Company appears, based on public information available to such Holder or Holders, eligible to use Form S-3 for the offer and sale of the Registrable Securities, the Holder or Holders making such request may request that the registration be in the form of a Shelf Registration Statement (for the avoidance of doubt, the Company has been so requested shall not be under the obligation to register file a Shelf Registration on Form S-3 if, upon the advice of its counsel, it is not eligible to make such a filing). (c) The Company may satisfy its obligations under Section 5(a) hereof by such Holders amending ("Participating Demand Holders") for sale, to the extent required to permitted by applicable law) any registration statement previously filed by the Company under the Securities Act, so that such amended registration statement will permit the disposition (in accordance with the intended method or methods thereof, of disposition specified as aforesaid) of all of the Registrable Securities for which a Demand Registration Request has been properly made under Section 5(b) hereof. If the Company so registeredamends a previously filed registration statement, it will be deemed to have effected a registration for purposes of Section 5(a) hereof; provided, however, however that the aggregate value Effective Date of the amended registration statement, as amended pursuant to this Section 5(c) shall be the “the first day of effectiveness” of such Registration Statement for purposes of determining the period during which the Registration Statement is required to be maintained effective in accordance with Section 5(e) hereof. (d) Within ten (10) days after receiving a Demand Registration Request, the Company shall give written notice of such request to all other Holders of Registrable Securities and shall, subject to the provisions of Section 6(c) in the case of an Underwritten Offering, include in such registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on in the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such timemanner so requested. (be) If the majority-in-interest of the Participating Demand Holders in The Company will use its reasonable efforts to keep a Demand Registration relating to a public offering requests Statement that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration has become effective as contemplated by each New Holder), and, second, to the Existing Holders on a pro rata basis (based on the number of Registrable Securities requested to be included in such Demand Registration by each Existing Holder); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Demand Registration unless all of the Registrable Securities requested to be included in the Demand Registration by the New Holders are included in such Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration any other securities of the Company and other securities held by other security holders of the Company as the Company may in its discretion determine or be obligated to allow, in an amount, which together with the Registrable Securities included in such Demand Registration, shall not exceed the Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not, prior to the filing of the relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 35 continuously effective, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other similar order or requirement of the SEC Commission: (A) in the case of a Registration Statement other than any a Shelf Registration Statement, until all Registrable Securities registered thereunder have been sold pursuant to such stop orderRegistration Statement, injunctionbut in no event later than two hundred seventy (270) days from the Effective Date of such Registration Statement; and (B) in the case of a Shelf Registration Statement, or other order or requirement until the earlier of: (x) three (3) years following the Effective Date of such Shelf Registration Statement; and (y) the SEC prompted date that all Registrable Securities covered by act or omission of Holders of such Shelf Registration Statement shall cease to be Registrable Securities); provided, however, that in the event of any stop order, injunction or other similar order or requirement of the Commission relating to any Shelf Registration Statement, if any Registrable Securities covered by such Shelf Registration Statement remain unsold, the New period during which such Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect; provided further, however, that if any Shelf Registration Statement was initially declared effective on Form S-3 and, prior to the date determined pursuant to Section 5(e)(B), the Company becomes ineligible to use Form S-3, the period during which such Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which the Company did not have an effective Registration Statement covering unsold Registrable Securities initially registered on such Shelf Registration Statement. (f) The Holder or Holders participating making a Demand Registration Request may, at any time prior to the Effective Date of the Registration Statement relating to such registration, revoke their request for the Company to effect the registration of all or part of such Holder’s or Holders’ Registrable Securities by providing a written notice to the Company. If, pursuant to the preceding sentence, the entire Demand Registration Request is revoked, then, at the option of the Holder or Holders who revoke such request, either (i) such Holder or Holders shall reimburse the Company for all of its reasonable and documented out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement, which out-of-pocket expenses, for the avoidance of doubt, shall not include overhead expenses and which requested registration shall not count as one of the permitted Demand Registration Requests hereunder or (ii) the requested registration that has been revoked will be deemed to have been effected for purposes of Section 5(a). (g) If a Registration Statement filed pursuant to this Section 4 is a Shelf Registration Statement, then upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering, in the manner and subject to the conditions described in Section 6 of this Agreement, provided that (i) the number of shares included in such Demand Registration are not able to register and sell “takedown” shall equal at least twotwenty-thirds five percent (25%) of all Registrable Securities outstanding at such time or (ii) the New Registrable Securities requested to be included in a Demand Registration, then such Demand Registration shall not be counted as one of the five Demands for Registration provided for pursuant to this Section 3(c). (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve-month period, (ii) any Demand Registration Statement within 90 days following the date of effectiveness of any other Registration Statement or (iii) any Demand Registration Statement within 90 days following the date of effectiveness of any other registration statement filed pursuant to any other registration rights agreement to which the Company is a party or with respect to the sale of Common Stock sold by the Company Holders in such “takedown” shall have an anticipated aggregate offering price (or such longer period before deducting underwriting discounts and commission) of time as may be specified in an underwriting agreement relating to such registration statement)at least $40 million.