Common use of Demand Registration Clause in Contracts

Demand Registration. (a) On any date after March 15, 2001, the holders of at least fifty percent (50%) of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (athe “Demand Notice”) On given to the Company, to request, at any date after March 15time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, 2001, that the holders Company register under and in accordance with the provisions of at least fifty percent (50%) the Securities Act all or any portion of the Registrable Securities then outstanding (designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the "Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount corresponding provisions of the Registrable Securities proposed CapGen Investment Agreement or from an Anchor Investor pursuant to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration requestthis Section 3.14, the Company shall promptly shall take (and in any event within ten (10) Business Days from the date of receipt of such steps as are necessary Demand Notice), notify the other Anchor Investor (or appropriate to prepare for each Anchor Investor, in the registration case of the Registrable Securities to be registered. Within fifteen (15a Demand Notice from CapGen) days after of the receipt of such requestDemand Notice and allow such other Anchor Investor (or each Anchor Investor, in the Company shall give written notice thereof case of a Demand Notice from CapGen) the opportunity to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company has received receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a written request registration statement on the appropriate form for inclusion therein at least ten (10) days prior the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the filing Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the registration statement. Each such request will also specify the total number of Registrable Securities to be registered, specified by the intended method of disposition thereof and the jurisdictions Holders in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty Notice (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one “Demand Registration to which Statement”). If the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Anchor Investors registering Registrable Securities proposed intend to be registered by the Initiating Rights Holders so elect, the offering of such distribute any Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form by means of an underwritten offering, they shall promptly so advise the Rights Holders holding a majority Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); providedin such underwritten offering. Any Demand Registration Statement may, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not submitting the Demand Notice, be so counted a “shelf” registration pursuant to Rule 415, if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestavailable. (ii) B. The Company may delay shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the filing or effectiveness resale of any registration statement the Registrable Securities covered thereby for a period of up to ninety one hundred eighty (90180) days after from the date of a request for registration on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 10.2 if (x) at the 3.14(a)(2)(B). The time of such request period for which the Company is engaged, or has formal plans required to engage within sixty (60) maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of the time of all suspension periods pursuant to Section 3.14(d) occurring with respect to such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Demand Registration Statement. C. The Company shall furnish be entitled to suspend the Rights Holders a certificate signed by use of any effective Registration Statement under this Section 3.14(a)(2) under the Chief Executive Officer or President circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the Company stating that, in rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementEffectiveness Deadline.

Demand Registration. (aA) On The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any date after March 15time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, 2001that the Company register, under and in accordance with the holders provisions of at least fifty percent (50%) the Securities Act, all or any portion of the Registrable Securities then outstanding (designated by the "Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desiredInvestor. Upon the receipt of a Demand Notice from the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate Investor pursuant to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such requestthis Section 3.12(a)(ii), the Company shall give written notice thereof promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to all other Rights Holders cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and include in such registration all sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities held in accordance with the intended method or methods of distribution (which may be by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing an underwritten offering), of the registration statement. Each such request will also specify the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to be registereddistribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the intended method of disposition thereof Company and the jurisdictions Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in which any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration is desiredpursuant to Rule 415, if available. (bB) The Company shall use its reasonable best efforts to cause any such keep each Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested Statement filed pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared 3.12(a)(ii) continuously effective and remains effective usable for at least ninety (90) days. (c) If Rights Holders of a majority the resale of the Registrable Securities proposed covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be registered extended by the Initiating Rights Holders so elect, the offering aggregate number of such Registrable Securities days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgmentStatement. (dC) The Company shall not be obligated entitled to effect suspend the use of any registration effective Registration Statement under this Section 10.2 except 3.12(a)(ii) under the circumstances set forth in accordance with the following provisions:Section 3.12(d). (iD) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by For the Rights Holders initiated avoidance of doubt, the rights provided pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders 3.12(a)(ii) shall not be so counted if such withdrawal is based upon material adverse information relating to exercisable until the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestEffectiveness Deadline. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On any date after March 15, 2001, the holders Holders of at least fifty percent (50%) of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.23.2. A registration requested pursuant to this Section 10.2 3.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.23.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 3.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Sharesshares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. Upon the written request (aa “Notice”) On any date after March 15, 2001by the Holder, the holders Company shall file with the Commission, as soon as reasonably practicable, but in no event more than 30 days following the receipt of at least fifty percent the Notice, a registration statement (50%each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities then outstanding (which may, at the "Initiating Rights Holders") may request in writing option of the Holder, be a registration statement under the Securities Act (a "Demand Registration"). The Demand Registration request shall specify that provides for the amount resale of the Registrable Securities proposed pursuant to be sold, Rule 415 from time to time by the intended method of disposition thereof and the jurisdictions in which registration is desiredHolder (a “Shelf Registration Statement”)). Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holder. To the extent the initial Registration Statement is not made on Form S-3, the Company shall, upon becoming eligible to file a registration statement on Form S-3, prepare and file a new Registration Statement on Form S-3 to replace the initial Registration Statement and use its best efforts to cause any such Demand subsequent Registration Statement to become be declared effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2by the Commission as soon as reasonably practicable thereafter. A registration requested The Company shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 10.2 2.1 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holder until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration contain an untrue statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed material fact or omit to state a material fact required to be registered stated therein or necessary to make the statements therein not misleading. The Holder shall be limited to two demand registrations under this Section 2.1 in any twelve-month period (provided, however, that there shall be no limit on the number of Shelf Registration Statements that may be required by the Initiating Rights Holders so electHolder hereunder), and the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect file more than one Registration Statement within 120 days after the effective date of any Registration Statement filed by the Company; provided, further, that no demand registration under this Section 10.2 except in accordance with 2.1 shall be deemed to have occurred for purposes of this sentence if the following provisions: Registration Statement relating thereto (ia) The Company shall does not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) 180 days of the time of such requestdate first filed with the Commission, in an underwritten public (b) is not maintained effective for the Effectiveness Period required under this Section 2.1 or (c) the offering of Sharesthe Registrable Securities pursuant to such Registration Statement is subject to a stop order, (y) the Board of Directors injunction, or similar order or requirement of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of Commission during such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementperiod.

Demand Registration. (a) On If, at any date time and during the time after March 15, 2001the Closing Date, the holders Shelf Registration Statement is not effective or otherwise available, the Investor may request in a written notice to the Company (the “Request”) that the Company effect the registration under the Securities Act of at least fifty percent (50%) some or all of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered owned by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2Investor; provided, however, that any the Company will not be required to effect more than one registration proceeding begun pursuant to this Section. Following the receipt of a Request, the Company shall, subject to the limitations of this Section 3, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Investor requests to be registered. (b) If the Investor intends to distribute the Registrable Securities covered by its request by means of an underwritten offering, it shall so advise the Company as a part of its request made pursuant to this Section 10.2 that is subsequently withdrawn at 3. In such event, the request right of the Rights Holders Investor to include its Registrable Securities in such registration shall be conditioned upon the Investor’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. The Investor shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Investor (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise the Investor,; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration will not be so counted if such withdrawal is based upon material adverse information relating to reduced unless all other securities of the Company that are entitled by contract or its condition, business, otherwise to be included therein are first entirely excluded from such underwriting and registration. Any Registrable Securities excluded or prospects which is different withdrawn from that generally known to such underwriting shall be withdrawn from the Rights Holders at the time of their requestregistration. (iic) The Notwithstanding the foregoing, the Company may delay the filing or effectiveness of any postpone having a registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 3 declared effective for a reasonable period not to exceed thirty (30) consecutive trading days if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines shall have determined in good faith because of valid business reasons (not including avoidance of the Company’s obligations hereunder), including without limitation the acquisition or divestiture of assets, capital raising activities, pending corporate developments and similar events, that (A) it postponing effectiveness is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors best interests of the Company, it would otherwise be seriously detrimental and prior to postponing the effectiveness the Company provides the Investor with written notice of such postponement, which notice need not specify the nature of the event giving rise to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementpostponement.

Demand Registration. (a) On If, at any time commencing six (6) months after the date after March 15, 2001of consummation of the Initial Public Offering, the holders Company shall receive a written request from Oak Hill (the “Requesting Stockholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Stockholder’s Registrable Securities (which shall be effected by a shelf registration if so requested by the Requesting Stockholder), and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least fifty percent fifteen (50%15) Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the Other Stockholders holding Registrable Securities and thereupon shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) all Registrable Securities for which the Requesting Stockholder has requested registration under this Section 1.01. (ii) subject to the restrictions set forth in Sections 1.01(f) and 1.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Stockholders that any Stockholders with rights to request registration under Section 1.02 (all such Stockholders, together with the Requesting Stockholders, the “Registering Stockholders”) have requested the Company to register by request received by the Company within ten (10) Business Days after such Stockholders receive the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities so to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Promptly after the expiration of the ten (10) Business Day period referred to in Section 1.01(a)(ii) hereof, the Company shall use its reasonable best efforts will notify all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to cause be included therein. At any such Demand Registration time prior to become the effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as date of the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) daysrelating to such registration, the Requesting Stockholders may revoke such request, without liability to any of the other Registering Stockholders, by providing a notice to the Company revoking such request. (c) If Rights Holders Oak Hill shall have an unlimited number of Demand Registrations. (d) The Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such Registration is effected. (e) A Demand Registration shall not be deemed to have occurred: (i) unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a majority period of at least 120 days (or such shorter period in which all Registrable Securities of the Registering Stockholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the Maximum Offering Size (as defined below) is reduced in accordance with Section 1.01(f) such that less than 50% of the Registrable Securities of the Requesting Stockholders sought to be included in such registration are included. (f) If a Demand Registration 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 Registering Stockholders and the Company propose to 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 which such Company Securities 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 registered by the Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Registering Stockholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each); and (ii) second, all Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgmentCompany. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. 2.1 So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto, the Company agrees, upon request of the Manager, to use its best efforts to either (a) On if there is no Automatically Effective Shelf, file one or more Shelf Registration Statements (which may include Registrable Shares covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any date after March 15similar rule that may be adopted by the Commission or (b) if there is an Automatically Effective Shelf, 2001file one or more prospectus supplements (each, a “Prospectus Supplement”) with the holders Commission for the sale and distribution of at least fifty percent (50%) all or such portion of the Manager’s Registrable Securities then outstanding Shares as are specified in such request; provided, however, that the Company shall not be obligated to file more than four (4) such Shelf Registration Statements or Prospectus Supplements in any twelve-month period. Each such request from the "Initiating Rights Holders") may request in writing registration under Manager shall indicate whether the Act (a "Demand Registration")Manager wishes to sell the Registrable Shares pursuant to an underwritten offering. The Demand Manager shall be named as a selling security holder in such Shelf Registration request Statement or Prospectus Supplement, in such a manner as to permit the Manager to deliver such Shelf Registration Statement or Prospectus Supplement to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall specify cause each Shelf Registration Statement and the amount related Prospectus and any amendment or supplement thereto, as of the Registrable effective date of such Shelf Registration Statement or the date of any such amendment or supplement, and each Prospectus Supplement, as of the date of such Prospectus Supplement, (i) to comply in all material respects with the applicable requirements of the Securities proposed Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be sold, stated therein or necessary in order to make the intended method of disposition thereof and the jurisdictions statements therein (in which registration is desired. Upon the receipt light of the Demand circumstances under which they were made) not misleading. If any Shelf Registration requestStatement, the Company promptly shall take such steps as are necessary amended or appropriate supplemented from time to prepare for the registration of the Registrable Securities time, ceases to be registered. Within fifteen effective for any reason at any time during an Effective Period (15) days after the receipt of such requestother than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), the Company shall give written notice thereof use its best efforts to all other Rights Holders obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement or Prospectus Supplement, it will do so only in accordance with this Section 2.3. The Manager agrees to deliver a Notice and include in such registration all Registrable Securities held by Questionnaire, a Rights Holder from whom form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to the Company has received a written request for inclusion therein at least ten (10) days Business Days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desiredany Shelf Registration Statement or Prospectus Supplement. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On At any date time after March 15, 2001, the holders end of the Lock-Up Period and at least fifty percent (50%) which time the shelf registration statement required pursuant to Section 5.1 shall not be available for the resale of the Registrable Securities then outstanding (or an Underwritten Offering, including if for any reason the "Initiating Rights Holders") may Company shall be ineligible to maintain or use a shelf registration statement, the Company shall, as promptly as reasonably practicable following the written request in writing of the Stockholder or its Subsidiary for registration under the Securities Act (a "Demand Registration"). The Demand Registration request shall specify the amount of all or part of the Registrable Securities proposed to be sold(a “Demand Request”), file a registration statement with the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the SEC (a “Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate Statement”) with respect to prepare for the registration resales of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior pursuant to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the Stockholder’s or its Subsidiary’s intended method of disposition distribution thereof or an Underwritten Offering with anticipated aggregate gross proceeds for at least $50 million, and shall, subject to the jurisdictions in which registration is desired. (b) The Company shall terms of this Article V, use its reasonable best efforts to cause any such Demand Registration Statement to become be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof; provided that such Demand Registration Statement shall be filed on (i) Form S-3, if the Company is then S-3 Eligible, or (ii) any other appropriate form under the Securities Act for the type of offering contemplated by the Stockholder or its Subsidiary, if the Company is not later than one hundred twenty (120) days after it receives a request then S-3 Eligible, and provided further, that, to the extent that the Stockholder or any of its Subsidiaries would, in the Company’s reasonable determination, be deemed to be an “underwriter” for purposes of Section 11 under the Securities Act, any registration statement under this Section 10.25.2 shall include disclosure to such effect and any other information deemed reasonably necessary by the Company to comply with the rules and regulations of the SEC in connection therewith, it being understood that the Company shall only be required to register such amount of Registrable Securities as it reasonably determines would be permitted in accordance with such rules and regulations. A registration requested pursuant to this Section 10.2 Each Demand Request shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of specify the Registrable Securities proposed to be registered registered, their aggregate amount, and the intended method or methods of distribution thereof. The Stockholder agrees to provide the Company with such information in connection with a Demand Request as may be reasonably requested by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant Company to facilitate such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgmentRequest. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On At any time following the six month anniversary of the date after March 15, 2001of this Agreement, the holders of at least fifty percent (50%) Holder Representative may request that Parent register under the Securities Act all or any portion of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing Stock on Form S-3 or such other short-form registration statement under the Securities Act then available to Parent (a "“Demand Registration"”), including a shelf registration statement providing for the resale from time to time of any and all Registrable Stock pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the Promptly after receipt of the any request for Demand Registration requestRegistration, the Company promptly Parent shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt deliver written notice of such request, the Company shall give written notice thereof request to all other Rights Holders holders of Registrable Stock and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least holders shall have ten (10) days prior Business Days from the date of such notice to the filing notify Parent in writing of the registration statementtheir desire to include Registrable Stock in such Demand Registration. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company Parent shall use its commercially reasonable best efforts to cause any the registration statement with respect to such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant the Securities Act as soon as reasonably practicable, except to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless extent such registration statement is declared already effective. Parent shall not be required to effect a Demand Registration more than three (3) times (and no more than two (2) times in any twelve (12) month period) for the holders of Registrable Stock as a group; provided, that a Demand Registration shall not be deemed to have been effected unless (i) it has become effective and remains under the Securities Act, (ii) it has remained effective for at least ninety the period set forth in Section 4.3(b), and (90iii) daysthe offering of Registrable Stock pursuant to such 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 requirement of the SEC prompted by any act or omission of holders of Registrable Stock). (cb) If Rights Holders the Holder intends to distribute the Registrable Stock covered by the Demand Registration request by means of an underwritten offering, it shall advise Parent as part of its request for Demand Registration, and Parent shall include such information in its notice to the other holders of Registrable Stock. In such event, the holders of a majority of the Registrable Securities proposed to be registered by Stock initially requesting the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter")such offering; provided, that the Approved Underwriter shallsuch selection shall be subject to Parent’s prior written consent (which consent shall not be unreasonably withheld, in any case, be acceptable to the Company in its reasonable judgmentconditioned or delayed). (dc) The Company shall not be obligated Notwithstanding any provision of this Agreement to effect any registration under this Section 10.2 except in accordance with the following provisionscontrary: (i) The Company Except as provided in Section 4.9(a) with respect to a Take Down Notice, Parent shall not be obligated required to use its reasonable best efforts to file and cause to become effect a Demand Registration within (A) 90 days following the latest of the effective more than one date of a registration statement with respect to Registrable Securities held by or the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request date of the Rights Holders shall not filing of a prospectus or prospectus supplement pertaining to a public offering of securities for the account of Parent or (B) six months following the latest of the effective date of a registration statement or the date of the filing of a prospectus or prospectus supplement pertaining to (x) a previous Demand Registration or (y) a previous Piggyback Registration in which holders of Registrable Stock sold at least 80% of the shares of Registrable Stock requested to be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request.included therein; (ii) The Company if the Board determines in good faith that it would (A) materially adversely affect Parent’s ability to pursue or consummate a proposed or pending acquisition, disposition, strategic alliance, financing transaction or other material event involving Parent, (B) require the premature disclosure of material non-public information, or (C) prevent Parent from complying with the Securities Act or Exchange Act, Parent may delay (1) postpone the filing or effectiveness of any registration statement pursuant to this Section 4.1 and (2) suspend the rights of any holder of Registrable Stock to use any prospectus with respect to an effective Demand Registration, in each case for a period of up no more than 45 days; provided, that such right to ninety (90) days after the date of postpone or suspend a request for registration pursuant to this Section 10.2 4.1(c)(ii) shall be exercised by Parent (a) only if Parent has generally exercised (xor is concurrently exercising) at the time similar black-out rights (if any) against holders of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith similar securities that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation have registration rights and (Bb) disclosure of such information would jeopardize not more than two (2) times in any such transaction or litigation or otherwise materially harm the Company, or twelve (z12) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, month period and not more than 90 days in the good faith judgment of aggregate in any twelve (12) month period; provided, further, that in the Board of Directors of event Parent gives such notice, Parent shall extend the Company, it would otherwise be seriously detrimental to the Company and its investors for period during which such registration statement to shall be filed and it is therefore essential to defer maintained effective as provided in Section 4.3(b) by the filing number of days by which Parent suspends such registration statement; (iii) Parent shall not be obligated to cause any audit to be undertaken in connection with any such registration that Parent is not otherwise required to undertake at that time in connection with its obligations under the Securities Act, the Exchange Act and the rules and regulations thereunder; and (iv) Parent may satisfy its obligations to effect a Demand Registration by filing one or more prospectus supplements to a registration statement previously filed and that has become effective under the Securities Act that permits Parent to register resales of Parent Common Stock by naming in such prospectus supplement the selling stockholders of such Parent Common Stock. (d) Parent shall not include in any Demand Registration any securities that are not Registrable Stock without the prior written consent of the holders of a majority of the Registrable Stock initially requesting such Demand Registration (which consent shall not be unreasonably withheld, conditioned or delayed). If a Demand Registration involves an underwritten offering and the managing underwriter advises Parent that in its opinion the number of shares of Registrable Stock (and, if permitted hereunder, other securities requested to be included in such offering), exceeds the number of securities that can be sold in such underwritten offering without adversely affecting the marketability or the price per share of the Registrable Stock proposed to be sold in such underwritten offering, Parent shall include in such Demand Registration (i) first, the number of shares of Parent Common Stock that the holders of Registrable Stock propose to sell, and (ii) second, the number of securities proposed to be included therein by any other Persons (including securities to be sold for the account of Parent and/or other holders of Parent Common Stock) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Stock proposed to be sold can be included in such offering, then the Registrable Stock that is included in such offering shall be allocated pro rata among the respective holders thereof on the basis of the number of shares of Registrable Stock held by each such holder.

Demand Registration. (a) On Upon receipt of a written request from a Demand Holder at any time following the 180th day after the date after March 15, 2001hereof, the holders Company shall prepare and file with the Commission a registration statement under the Securities Act (a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at least fifty percent (50%) the option of the Demand Holder, be a registration statement that provides for the resale of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration from time to time pursuant to Rule 415 under the Securities Act (a "Demand Registration"“Shelf Registration Statement”). The Demand Registration request shall specify the amount Within five (5) business days of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the a Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such requestNotice, the Company shall give written notice thereof of such Demand Notice to all other Rights Holders, and the Holders and include in shall have three (3) business days following receipt of such registration all Registrable Securities held by a Rights Holder notice of the Demand Notice from whom the Company has received a written to request for inclusion therein at least ten in writing (10including by electronic mail) days prior to the filing of the registration statement. Each such request will also specify the number Company to be included as a seller of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) such Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. The Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement (including those elected to be included in such Registration Statement following notice of a Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested Notice from the Company pursuant to this Section 10.2 2.01). The Company shall use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (2) business days of such date, the Company shall provide the Holders with written notice of the effectiveness of the Registration Statement. The Company shall only be obligated to effect two (2) demand registrations on a Long-Form Registration Statement under this Section 2.01 in any twelve-month period; provided, however, that a registration on a Long-Form Registration Statement shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder a registration under this Section 2.01 unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration it has become effective. The Company shall be in the form obligated to effect an unlimited number of a firm commitment underwritten offeringregistrations under this Section 2.01 on Short-Form Registration Statements. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect (1) Registration Statement (including Short-Form Registration Statements) in response to Registrable Securities held by the Rights Holders initiated requests pursuant to this Section 10.2; provided, however, that 2.01 within 90 days after the effective date of any registration proceeding begun Registration Statement filed by the Company in response to requests pursuant to this Section 10.2 that is subsequently withdrawn at 2.01. Once a Holder’s Registrable Securities become eligible for resale without restriction and without the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse need for current public information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if any section of Rule 144 (xor any similar provision then in effect) at under the time Securities Act, assuming the Holder of such request Registrable Securities is not an affiliate (as defined in Rule 144(a)(1) under the Company is engaged, or has formal plans to engage within sixty (60Securities Act) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise then such Holder may, at its option, at any time, request that the Company take such steps as are reasonably necessary to deregister such Holder’s Registrable Securities. In connection with such request, such Holder’s rights under this Agreement shall all be seriously detrimental terminated, including without limitation the right to demand an Underwritten Offering and the right to participate in a Piggyback Registration, and such Holder, to the Company and its investors for extent such registration statement Holder beneficially owns less than 0.5% of the Common Stock then outstanding, shall no longer be subject to be filed and it is therefore essential any obligations under this Agreement, including without limitation the obligation to defer the filing of such registration statemententer into letter agreements with underwriters pursuant to Section 2.13.

Demand Registration. (ai) On At any date after March 15, 2001, time during the Demand Registration Period upon delivery to the Company by the holder or holders of at least fifty percent 50% of all Warrants and Warrant Shares (50%such percentage determined by aggregating the number of Warrant Shares into which Warrants are then exercisable and the number of Warrant Shares then outstanding) (such holder or holders, the “Initiating Holders”) of a written request (a “Registration Request”) that the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing Company effect a registration under the Securities Act (a "Demand Registration"). The Demand of Registrable Securities, which Registration request Request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities proposed to be registeredsold (which number of Registrable Securities for all such Initiating Holder(s) must aggregate at least 50% of the Warrant Shares as of such date), and the intended method of disposition thereof and thereof, the jurisdictions in which registration is desired.Company will: (bx) The Company promptly (but in any case within 10 days) give written notice of such Registration Request to all other holders of Warrants and to all other holders of Registrable Securities, which holders shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are be entitled to thereunder unless join such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders Registration Request by delivering to the Company within 30 days a notice specifying the number of a majority of the Registrable Securities proposed to be registered by sold and the intended method of disposition thereof, in which case the term “Initiating Rights Holders so elect, Holders” shall include such other holders and the offering of such Registrable Securities pursuant to such Demand Registration Request shall be in the form deemed to cover such holders and such number of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered sold by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter")such holders; provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment.and (dy) The use its best efforts to effect, as expeditiously as practicable, the registration of all Registrable Securities covered by such Registration Request; provided that (A) subject to Section 6(a)(ii) the Company shall not be obligated to effect any a registration under this Section 10.2 except of Registrable Securities pursuant to the Warrants on more than one occasion for Registration Requests from each of the Initial Holders (provided that in accordance the event that notwithstanding its best efforts, the Company is unable to register 100% of the Registrable Securities in connection with such Registration Request by an Initial Holder, such Initial Holder shall be entitled to one additional Registration Request), (B) the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective effect a registration of Registrable Securities pursuant hereto on more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; providedoccasion in any six month period, however, that and (C) notwithstanding any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating provision to the Company or its conditioncontrary herein, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any a registration statement for such Registrable Securities for a period of up to ninety (90) days after 90 days, measured from the date of a request for registration pursuant that the Company receives the applicable Registration Request, by furnishing to this Section 10.2 if (x) at the time each Initiating Holder within 10 Business Days of such request the Company is engaged, or has formal plans to engage within sixty (60) days receipt a certified resolution of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith stating that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be detrimental or otherwise be seriously detrimental disadvantageous to the Company and its investors shareholders for such a registration statement to be filed and it is therefore essential at such time. If the Company furnishes such certified resolution, the Initiating Holders may, in their discretion, elect to defer relieve the filing Company of such its obligation to proceed to effect the requested registration statementof the Registrable Securities upon the expiration of the 90-day period by withdrawing their Registration Request. A Registration Request withdrawn pursuant to the previous sentence shall not be counted as a Registration Request for purposes hereof.

Demand Registration. (ai) On any date after March 15, 2001In connection with and following the issuance of the Purchased Securities pursuant to the Purchase Agreement, the holders Holder that holds Registrable Securities shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of at least fifty percent (50%) and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities then outstanding (on the "Initiating Rights Holders") terms and conditions specified in the Demand Notice, which may request in writing registration under the Act include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a "“Demand Registration"”); provided, however, that in no event shall any eligible Holder be entitled to exercise more than two Demand Registrations for its Registrable Securities. The Demand Registration request shall specify Notice must set forth the amount name and address of the Initiating Holder, the number of Registrable Securities proposed that the Initiating Holder intends to be sold, include in such Demand Registration and the intended method methods of disposition thereof and thereof. Notwithstanding anything to the jurisdictions contrary herein, in which registration is desired. Upon no event shall the Company be required to effectuate a Demand Registration for Registrable Securities representing an Equity Percentage of less than 5% (the “Minimum Amount”). (ii) Within five Business Days of the receipt of the Demand Registration requestNotice, the Company promptly shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice, which Registration Statement shall take such steps as are necessary or appropriate to prepare for the registration cover all of the Registrable Securities to be registeredincluded in the Demand Registration. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its commercially reasonable best efforts to cause such Registration Statement to be declared and remain effective under the Securities Act until the earlier of (A) 180 days (or two years if a Shelf Registration Statement is requested) after the Effective Date or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Holder is required to refrain from selling any securities included in such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a Statement at the request under this Section 10.2. A registration requested of an underwriter of the Company or the Company pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) daysAgreement or an underwriters’ lock-up agreement. (ciii) If Rights Holders Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 180 days of the closing of any Underwritten Offering or such longer period of time as may be set in the underwriters’ lock-up agreement for the Underwritten Offering (provided such Underwritten Offering is completed), (B) a majority subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities proposed held by the Holder providing such Demand Notice shall have become effective under the Securities Act and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice or (C) more than one Demand Registration or Underwritten Offering every 180 days. No Demand Registration shall be registered deemed to have occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to Section 2(a)(ii), in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. (iv) An Initiating Holder and any other Holder that has requested its Registrable Securities be included in a Demand Registration may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon delivery of a notice by the Initiating Rights Holders so electHolder to the effect that the Initiating Holder is withdrawing all or an amount such that the remaining amount is below the Minimum Amount of its Registrable Securities to be included in a Demand Registration, the Company may, at its option, cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration shall be deemed a Demand Registration unless (i) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all commercially reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (ii) the withdrawal is made (A) following the occurrence of a Material Adverse Change or (B) because the Registration would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential. (v) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the Commission (x) as shall be selected by the Company and (y) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Holder’s requests for such registration; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and the Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as soon as reasonably practicable as may be necessary in order to enable such offering to take place. (vi) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Holder shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be commercially reasonably necessary or appropriate or reasonably requested by the Holder to enable the Holder to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (vii) In the event the Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of the Holder, the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Demand Registration Statement; provided that in no event shall the Company be in the form of required to file a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable post-effective amendment to the Company in its reasonable judgment. Registration Statement unless (dA) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to such Registration Statement includes only Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; providedHolder, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request Affiliates of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company Holder or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days transferees of the time of such requestHolder, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure the Company has received written consent therefor from whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of such information would jeopardize any such transaction the Holder or litigation or otherwise materially harm transferees of the Company, or Holder and (zC) the Company shall furnish to receives a written request from the Rights Holders a certificate signed subsequent transferee, requesting that its shares of Common Stock be included in the Registration Statement, with all information reasonably requested by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On At any date after March 15time at least one hundred eighty (180) days following the Distribution, 2001either of the Stockholders may, the holders submit a Registration Request for Demand Registration covering all or part of his Registerable Shares, which request must request registration of at least fifty percent the Minimum Amount. The Registration Request shall state the number of Registerable Shares to be registered 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 (50%2) of the Registrable Securities then outstanding (the "Initiating Rights Holders"occasions. A request withdrawn pursuant to Subsection 2(c) may request in writing 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 failure of such a registration statement to become or remain effective results primarily from any action or inaction of either or both of the Stockholders. Subject to the conditions and limitations of Section 4 hereof, uBid will use its best efforts to file a registration statement under the Act registering the Registerable Shares covered by a Registration Request within forty-five (a "Demand Registration"). 45) days after it receives such Registration Request unless such Registration Request is withdrawn as permitted by Subsection 2(c) hereof. (b) The right to Demand Registration request shall specify is subject to the amount procedures in Section 4 hereof and the following additional conditions and limitations: (i) Any individual Stockholder joining a Registration Request may withdraw such Stockholder's Registerable Shares from the Registration Request at any time prior to the time the registration statement becomes effective, provided that uBid may ignore a notice of withdrawal made within 24 hours of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for time the registration statement becomes effective. Following such a withdrawal, uBid shall not take any further action to register the withdrawn Registerable Shares, and shall not be obligated to register any Registerable Shares if the number of non-withdrawn Registerable Shares is less than the Registrable Securities to be registeredMinimum Amount. Within However, except as otherwise provided in Subsection 2(c) or (d) hereof, a Registration Request, once made, shall count as having been made for purposes of Subsection 2(a), unless it is withdrawn by all Stockholders making such request within fifteen (15) days after having been made or it is withdrawn before uBid devotes any significant efforts to the receipt preparation of the registration statement. (ii) Unless otherwise agreed to by uBid, any Demand Registration must relate to a firm commitment underwriting for which the managing underwriter shall be reasonably satisfactory to uBid (such requestsatisfaction not to be withheld unreasonably) or a non-underwritten offering on a "shelf" basis in accordance with Rule 415 under the Act. (iii) uBid shall be permitted to use any registration form available to it for the registration of Registerable Shares, and shall not be obligated to include in the Company prospectus any information that may be incorporated by reference or that is not required to be included therein by the applicable registration form. (iv) No Registration Request may be made by a Stockholder if the amount of shares proposed to be sold could be sold by such Stockholder without limitation under Rule 144 under the Act. (c) Notwithstanding the foregoing, if uBid is aware at the time it receives a Registration Request that a registered public sale of Shares is being contemplated or is in the process of being prepared (except as provided in Section 7 hereof), it will notify the Stockholders of the relevant facts, and any Stockholder who joined such Registration Request shall give have the right to withdraw the request by written notice thereof given to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least uBid within ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registeredafter uBid's notice under this Subsection 2(c), the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts case such Registration Request will be deemed not to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective have been made for at least ninety (90) days. (c) If Rights Holders purposes of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"Subsection 2(a); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to For an additional ninety (90) days after following the date on which the Stockholders may first submit a Registration Request for Demand Registration, uBid will be entitled to include Shares in any Demand Registration and to reduce the number of Shares to be sold by the Stockholders thereunder to a request for registration pursuant to this Section 10.2 if (x) at the time minimum of such request the Company is engaged20%, or has formal plans to engage within sixty (60) days collectively, of the time total offering plus any underwriters' over-allotment option. If, as a result of this cutback procedure, the number of Shares sold by uBid in such request, in an underwritten public offering of Shares, (y) the Board of Directors constitutes more than one-half of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, total shares sold in the good faith judgment offering, the registration would be treated as a Piggyback Registration under Section 3 below, and a Registration Request will be deemed not to have been made for purposes of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementSubsection 2(a) hereof.

Demand Registration. (ai) On At any date time after March 15, 2001, the holders of at least fifty percent (50%) expiration of the Lock-Up Period, any Holder(s) shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities then outstanding (on the "Initiating Rights Holders") terms and conditions specified in the Demand Notice, which may request in writing registration under the Act include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a "“Demand Registration"”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder(s) intend to include in such Demand Registration request and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall specify the amount of Company be required to effectuate a Demand Registration unless the Registrable Securities proposed of the Initiating Holder(s) and their respective Affiliates to be soldincluded therein have an aggregate value, based on the intended method VWAP as of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt date of the Demand Notice, of at least $50 million (the “Minimum Amount”). (ii) Within five Business Days (or if the Registration request, the Company promptly shall take such steps as are necessary Statement will be a Shelf Registration Statement or appropriate relates to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15an Overnight Underwritten Offering or “bought deal,” within two Business Days) days after the receipt of such requesta Demand Notice, the Company shall give written notice thereof of such Demand Notice to all other Rights Holders and, within 60 Business Days after the receipt of the Demand Notice (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, within 45 days thereof), the Company shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and include conditions of, and the intended timing and method of disposition described in, the Demand Notice, which Registration Statement shall cover all of the Registrable Securities that the Holders shall in writing request to be included in the Demand Registration (such registration request to be given to the Company within three Business Days after receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii)). The Company will use commercially reasonable efforts to cause such Registration Statement to become and remain effective as soon as reasonably practicable after the filing thereof under the Securities Act until the earlier of (A) 180 days (or three years if a Shelf Registration Statement is requested) after the Effective Date of such Registration Statement or (B) the date on which all Registrable Securities held covered by such Registration Statement have been sold or otherwise disposed of or such Shares are no longer Registrable Securities (the “Effectiveness Period”); provided, however, that such period shall be extended for a Rights Holder period of time equal to the period the Holders refrain from whom selling any securities included in such Registration Statement at the request of an underwriter of the Company has received a written request for inclusion therein at least ten or the Company pursuant to this Agreement. (10iii) days prior Subject to the filing other limitations contained in this Agreement, the Company is not obligated hereunder to (A) file any Registration Statement pursuant to a Demand Registration within 90 days after the closing of a Requested Underwritten Offering, unless as a result of Section 2(d), the Requested Underwritten Offering includes less than (the “Requested Underwritten Offering Minimum Condition”) the lesser of (1) Registrable Securities of the registration statement. Each such request will also specify Initiating Holder(s) having an aggregate value, based on the VWAP as of the effective date of the related Registration Statement, of $50 million, and (2) two-thirds of the number of Registrable Securities the Initiating Holder(s) set forth in the applicable Underwritten Offering Notice, or (B) effect a subsequent Demand Registration pursuant to be registered, a Demand Notice if a Registration Statement covering all of the Registrable Securities held by the Initiating Holder(s) shall have become and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of disposition distribution thereof and specified in the jurisdictions Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which registration is desiredcase the Initiating Holder(s) shall be entitled to an additional Demand Registration in lieu thereof. (biv) A Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of a notice from an Initiating Holder that such Initiating Holder is withdrawing all of its Registrable Securities from the Demand Registration or a notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Securities such that the remaining amount of Registrable Securities to be included in the Demand Registration is below the Minimum Amount, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration with respect to an Initiating Holder for purposes of Section 2(a)(iii) unless (A) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities such Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (B) the withdrawal is made following the occurrence of a Material Adverse Change or pursuant to the Company’s request for suspension pursuant to Section 3(o). (v) The Company shall use its reasonable best efforts to cause may include in any such Demand Registration other Company Securities for sale for its own account or for the account of any other Person, subject to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days2(d). (cvi) If Rights Holders Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of a majority the Commission (A) as shall be selected by the Company and (B) as shall permit the disposition of the Registrable Securities proposed in accordance with the intended method or methods of disposition specified in the Demand Notice; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (vii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be registered prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Initiating Rights Holders so electto enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (viii) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the offering of Company shall amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Demand Registration Statement; provided that in no event shall the Company be in the form of required to file a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable post-effective amendment to the Company in its reasonable judgment. Registration Statement unless (dA) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to such Registration Statement includes only Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; providedHolder, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request Affiliates of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company Holder or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days transferees of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization Holder or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Rights Holders a certificate signed by the Chief Executive Officer or President Holder, Affiliates of the Company stating that, in the good faith judgment Holder or transferees of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementHolder.

Demand Registration. At any time and from time to time on or after the date of this Agreement, Xxxxxx, on behalf of the Xxxxxx Shareholders, may request in writing (a“Request”) On any date after March 15, 2001, that New Mylan register under the holders of at least fifty percent (50%) Securities Act all or part of the Registrable Securities then outstanding that are Beneficially Owned by the Xxxxxx Shareholders or their Affiliates (the "Initiating Rights Holders"a) may request in writing registration under the Act on a Registration Statement on Form S-3 or other available form (a "“Demand Registration"”) or (b) on a Shelf Registration Statement covering any Registrable Securities (or otherwise designating an existing Shelf Registration Statement with the SEC to cover the Registrable Securities) (a “Shelf Registration”). The Demand Registration request shall specify Any such Request may involve (i) a registered offering by the amount Xxxxxx Shareholders of Xxxxxx securities that entitle the holders thereof to receive all or a portion of the Registrable Securities proposed Beneficially Owned by the Xxxxxx Shareholders (or the cash value thereof) or (ii) a Hedging Arrangement in which the counterparty to one or more Xxxxxx Shareholders uses the Shelf Registration Statement to effect short sales of Registrable Securities; provided that the consent of New Mylan shall be required in connection with any Request pursuant to clause (ii) above, such consent not to be soldunreasonably withheld, the intended method delayed or conditioned. Xxxxxx shall be entitled to make no more than seven (7) Requests, and each such Request shall be to register an amount of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt having an aggregate value of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days $200,000,000. Any requested registrations by Xxxxxx prior to the filing date of this Agreement pursuant to Section 7.24(b) of the registration statementBusiness Transfer Agreement shall be deemed to be Demand Registrations or Shelf Registrations, as applicable, under this Agreement, including being taken into account in determining the foregoing permitted number of Requests, and each of the Xxxxxx Shareholders and New Mylan shall have all rights and obligations under this Agreement with respect to such registrations as if such registrations had been requested under this Agreement. New Mylan shall not be obligated to effect a Demand Registration during the sixty (60) calendar day period following the effective date of a Registration Statement pursuant to any other Demand Registration. Each such request will also Request pursuant to this Section 6.1 shall be in writing and shall specify the number of Registrable Securities requested to be registered, registered and the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering distribution of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgmentSecurities. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On Initiating Holders shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any date after March 15time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Holder’s Registrable Securities is or are not existing and effective, 2001, that the holders Company register under and in accordance with the provisions of at least fifty percent (50%) the Securities Act all or any portion of the Registrable Securities then outstanding (the "designated by such Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the a Demand Registration requestNotice, the Company shall promptly shall take (and in any event within ten (10) business days from the date of receipt of such steps as are necessary or appropriate to prepare for Demand Notice), notify each Holder (other than the registration Initiating Holders) of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, Demand Notice and allow such other Holder the Company shall give written notice thereof opportunity to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom such Holders in the proposed registration by submitting its own written notice to the Company has received a written request for inclusion therein at least within ten (10) business days prior of receipt of the Company notice to such other Holder. The Company, within forty-five (45) days of the date on which the Company receives the Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the filing Holders registering Registrable Securities, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the registration statement. Each such request will also specify the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Holders registering Registrable Securities intend to be registereddistribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the intended method of disposition thereof Company and the jurisdictions Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3. The managing underwriters in which any such distribution shall be mutually acceptable to the Company and the Holders registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration is desiredpursuant to Rule 415, if available. (b) The Company shall use its reasonable best efforts to cause any such keep each Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested Statement filed pursuant to this Section 10.2 shall not count as 1.2 continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 1.2(b). The time period for which the Rights Holders are entitled Company is required to thereunder unless maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 4 occurring with respect to such registration statement is declared effective and remains effective for at least ninety (90) daysDemand Registration Statement. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated entitled to effect suspend the use of any registration effective Registration Statement under this Section 10.2 except 1.2 under the circumstances set forth in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request4. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On any date after March 15As promptly as practicable following written demand from the Administrative Agent following the occurrence of an Event of Default (as defined in the Credit Agreement), 2001, the holders of at least fifty percent but in no event later than thirty (50%) of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (1530) days after the following receipt of such requestdemand, the Company Partnership shall give written notice thereof to all other Rights Holders and include in such file with the Commission a registration statement under the Securities Act providing for the resale of all Registrable Securities held by a Rights Holder from whom (the Company has received a written request for inclusion therein at least ten (10) days prior to “Shelf Registration Statement”), including the filing of the registration statement. Each such request will also specify the number of Registrable Securities prospectus to be registered, used in connection therewith. The Shelf Registration Statement shall be filed on Form S-3 pursuant to Rule 415 under the intended method of disposition thereof and Securities Act or any successor form or rule thereto. No other Person shall be permitted to offer securities under the jurisdictions Shelf Registration Statement unless the Administrative Agent consents in which registration is desired. (b) writing. The Company Partnership shall use its reasonable best efforts to cause any such Demand the Shelf Registration Statement to become effective not later than one hundred twenty (120) days after as promptly as practicable and to remain effective to the extent necessary to ensure that it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as is available for the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders resale of a majority of the all Registrable Securities proposed until all Registrable Securities covered by such Shelf Registration Statement have ceased to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"“Effectiveness Period”); provided, that the Approved Underwriter shall, in . In connection with any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if 2.1, the Partnership shall (x) at promptly prepare and file such documents as may be necessary to register or qualify the time Registrable Securities subject to such registration under the securities laws of such request states as such Holder shall reasonably request, and do any and all other acts and things that may reasonably be necessary or advisable to enable the Company is engaged, or has formal plans Holder to engage within sixty (60) days of the time consummate a public sale of such request, Registrable Securities in an underwritten public offering of Shares, such states and (y) promptly prepare and file such documents as may be necessary to apply for listing or to list the Board Registrable Securities subject to such registration on such national securities exchange as the Registrable Securities are then listed or admitted for trading. Except as set forth herein, all Registration Expenses shall be paid by the Partnership, without reimbursement by the Holder. (b) Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to the Administrative Agent, suspend the Selling Holders’ use of Directors any prospectus which is a part of the Company Shelf Registration Statement (in which event each such Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such Selling Holder may settle any contracted sales of Registrable Securities), if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf Registration Statement or (Aii) it is in possession of material, the Partnership has experienced some other material non-public information concerning an acquisitionevent, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of which at such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating thattime, in the good faith judgment of the Board Partnership, would materially adversely affect the Partnership; provided, however, in no event shall such Selling Holders be suspended under this Section 2.1(b) from selling Registrable Securities pursuant to the Shelf Registration Statement for a period that exceeds an aggregate of Directors 30 days in any 90-day period or 90 days in any 365-day period. Upon public disclosure of the Companyevents described in clauses (i) or (ii) above or the termination of such condition(s), it would otherwise be seriously detrimental the Partnership shall (A) provide prompt written notice of the same to the Company Administrative Agent instructing the Administrative Agent that sales of Registrable Securities are permitted and its investors for (B) take such registration statement other actions to be filed and it is therefore essential to defer the filing permit sales of such registration statementRegistrable Securities as contemplated in this Agreement.

Demand Registration. (a) On any date after March 15, 2001, the The holders of at least fifty percent (50%) of the Registrable Securities then outstanding (the "Initiating Rights Holders") Shares, at any time, may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, require the Company promptly shall take such steps as are necessary or appropriate to prepare for effect the registration of the Registrable Securities Shares. The right to request registration under this Section 10.2 may be registeredexercised on two (2) separate occasions, only unless such request is withdrawn in accordance with the terms hereof. Within fifteen The two (152) days after rights granted hereunder are distinct and separate from any other rights to request registration which have been granted to any other Person. A shelf registration may be demanded pursuant to this Section 10.2. These demand registration rights may only be exercised if the receipt holders of such requesta majority of Conversion Stock (whether or not the Conversion Stock have been issued) (the "Majority Holders") provided, however, that if Tennessee Farmers holds any Registrable Shares, the Company Majority Holders must include Tennessee Farmers, shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received to the effect that holders of Notes or Conversion Stock intend to (i) transfer all or any part of the Conversion Stock or (ii) exercise all or any part of the Note and transfer all or any part of the Conversion Stock under such circumstances that a written request for inclusion therein at least public distribution (within the meaning of the Securities Act) of the Conversion Stock will be involved, then the Company (A) within ten (10) days prior after receipt of such notice shall give written notice of the proposed registration pursuant to this Section 10.2 to the filing other holders of Notes and Conversion Stock and (B) within thirty (30) days after receipt of such notice from the Majority Holders, shall file a registration statementstatement pursuant to the Securities Act to the end that all Conversion Stock the holders of which requested registration thereof either pursuant to the original notice from the Majority Holders given pursuant to this sentence or by written notice given to the Company during such 30-day period, may be sold under the Securities Act as promptly as is practicable thereafter. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its commercially reasonable best efforts to cause any such Demand Registration registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant and to this Section 10.2 shall not count as keep the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective prospectus included therein current for at least ninety (90) 135 days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that such holders shall furnish the Company with such appropriate information as is required in connection with such registration as the Company may reasonably request in writing. If the managing underwriter for any registration proceeding begun offering made pursuant to this Section 10.2 that is subsequently withdrawn at (who shall be selected by the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating Majority Holders, subject to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors consent of the Company, which shall not be unreasonably withheld) advises the Company in writing that, in its opinion, the inclusion of all of the Conversion Stock requested to be included in such registration by the holders of Notes and Conversion Stock would materially adversely affect the distribution of all such securities, then there shall be included in such registration shares of the holders of Notes or Conversion Stock pro rata based on the number of shares originally proposed to be registered by each holder of Notes or Conversion Stock and no other Common Shares shall be included in such registration. A registration will not count as a demand registration under this Section 10.2 until it would otherwise has become effective and the holders of the Warrants or Conversion Stock participating in the demand registration are able to register and sell at least 90% of the Conversion Stock originally requested to be seriously detrimental included in such registration. The Company agrees to enter into an underwriting agreement in customary form with the managing underwriter. Such underwriting agreement will contain such representations and warranties by the Company and its investors for such registration statement other terms and provisions as are customarily contained in underwriting agreements with respect to be filed secondary distributions, including, without limitation, indemnities and it is therefore essential to defer the filing of such registration statementcontribution.

Demand Registration. (a) On Upon receipt of a Notice from any date after March 15, 2001Holder, the holders of at least fifty percent Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (50%each, a “Registration Statement”) providing for the resale of the Registrable Securities then outstanding (identified in such Notice, which may, at the "Initiating Rights Holders") may request in writing registration under option of the Act (Holder giving such Notice, be a "Demand Registration"). The Demand Registration request shall specify Statement that provides for the amount resale of the Registrable Securities proposed from time to be sold, time pursuant to Rule 415 under the intended method of disposition thereof and Securities Act. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the jurisdictions in which registration is desired. Upon the receipt initial filing of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate Statement and to prepare remain effective and available for the registration resale of the Registrable Securities to be registered. Within fifteen by the Selling Holders named therein until the earlier of (15i) days after six months following such Registration Statement’s effective date and (ii) the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration date on which all Registrable Securities held covered by such Registration Statement have been sold. In the event one or more Holders request in a Rights Holder from whom the Company has received Notice to dispose of a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30 million in the aggregate pursuant to be registereda Registration Statement in an Underwritten Offering, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company Partnership shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders retain underwriters that are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant reasonably acceptable to such Demand Registration shall be Selling Holders in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights order to permit such Selling Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2such disposition through an Underwritten Offering; provided, however, that any registration proceeding begun pursuant the Partnership shall have the exclusive right to this Section 10.2 select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is subsequently withdrawn at reasonably acceptable to the request Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the Rights Holders underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall not be so counted if such withdrawal is based upon material adverse information relating reduced on a Pro Rata basis to the Company or its condition, business, or prospects which is different aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from that generally known such Underwritten Offering by notice to the Rights Holders at Partnership and the time of their request. (ii) The Company may delay managing underwriter; provided, such notice is delivered prior to the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time launch of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementUnderwritten Offering.

Demand Registration. (a) On If an Investor wishes to distribute any date after March 15, 2001, the holders of at least fifty percent (50%) of the Registrable Securities then outstanding (by means of an underwritten offering, it shall promptly so advise the "Initiating Rights Holders"Company and the Company shall take all steps necessary to facilitate such distribution, including the actions required by this Section 6. The lead underwriter to administer the offering in connection with any Demand Registration will be mutually acceptable to the Investors participating in the registration. Any registration requested by an Investor or Investors or Holders pursuant to this Section 6(c) may request is referred to in writing registration under the Act (this Agreement as a "“Demand Registration").” The Company is not required to complete more than (i) two underwritten offerings with respect to each Investor and its permitted transferees and assigns and (ii) one underwritten offering for all Investors during any period of twelve consecutive months. The Whenever the Company receives a request for Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration requesthereunder, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall will give prompt written notice thereof to all other Rights Holders each Investor of its intention to effect such a registration (but in no event less than ten days prior to the anticipated filing date) and will include in such registration all Registrable Securities held by a Rights Holder from whom with respect to which the Company has received written requests for inclusion from Investors therein within ten business days after the date of the Company’s notice. Any such person that has made such a written request for inclusion therein at least ten (10) days may withdraw its Registrable Securities from such underwritten offering by giving written notice to the Company and the managing underwriter, if any, on or before the fifth business day prior to the filing planned effective date of such underwritten offering. If the managing underwriter(s) of such underwritten offering advises the Investors that in its reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Investors will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the registration statement. Each such request offering (including an adverse effect on the per share offering price), which securities will also specify be so included on a pro rata basis by each Investor in proportion to the aggregate number of Registrable Securities held by such Investor on the date that such request for Demand Registration was made. Anything to be registeredthe contrary in this Section 6(c) notwithstanding, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with a Demand Registration for aggregate gross proceeds of less than $25,000,000 (the following provisions: (i) The Company “Minimum Threshold”); provided that the Minimum Threshold shall not be obligated apply to use an Investor proposing to sell all of its reasonable best efforts to file and cause to become effective more than one registration statement with respect to remaining Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. A. CapGen shall have the right, by written notice (athe “Demand Notice”) On given to the Company, to request, at any date after March 15time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of CapGen’s Registrable Securities is or are not existing and effective, 2001, that the holders Company register under and in accordance with the provisions of at least fifty percent (50%) the Securities Act all or any portion of the Registrable Securities then outstanding (designated by CapGen. Upon receipt of a Demand Notice pursuant to the "Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount corresponding provisions of the Registrable Securities proposed Anchor Investment Agreement or from CapGen pursuant to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration requestthis Section 3.14, the Company shall promptly shall take (and in any event within ten (10) Business Days from the date of receipt of such steps as are necessary Demand Notice), notify CapGen or appropriate to prepare for the registration Anchor Investors of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such requestDemand Notice and allow such other Persons in the proposed registration by submitting their own Demand Notice(s). The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall give written notice thereof thereafter use its best efforts to all other Rights Holders cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and include in such registration all Registrable Securities held sale as shall be selected by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten and as shall be reasonably acceptable to CapGen and the Anchor Investors having given Demand Notice registering Registrable Securities, in accordance with the intended method or methods of distribution (10) days prior to the filing which may be by an underwritten offering), of the registration statement. Each such request will also specify the total number of Registrable Securities to be registered, specified by the intended method of disposition thereof and the jurisdictions Holders in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty Notice (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one “Demand Registration Statement”). If CapGen intends to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the distribute any Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form means of an underwritten offering, it shall promptly so advise the Rights Holders holding a majority Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution of the Registrable Securities proposed to being sold only by CapGen shall be registered selected by CapGen. Otherwise, the Initiating Rights Holders underwriters shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be mutually acceptable to CapGen and the Company in its reasonable judgment. (d) The Company shall not be obligated Anchor Investors who propose to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to sell Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; providedin such underwritten offering. Any Demand Registration Statement may, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not submitting the Demand Notice, be so counted a “shelf” registration pursuant to Rule 415, if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestavailable. (ii) B. The Company may delay shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the filing or effectiveness resale of any registration statement the Registrable Securities covered thereby for a period of up to ninety one hundred eighty (90180) days after from the date of a request for registration on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 10.2 if (x) at the 3.14(a)(2)(B). The time of such request period for which the Company is engaged, or has formal plans required to engage within sixty (60) maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of the time of all suspension periods pursuant to Section 3.14(d) occurring with respect to such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Demand Registration Statement. C. The Company shall furnish be entitled to suspend the Rights Holders a certificate signed by use of any effective Registration Statement under this Section 3.14(a)(2) under the Chief Executive Officer or President circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the Company stating that, in rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementEffectiveness Deadline.

Demand Registration. (a) On At any date time after March 15, 2001one hundred eighty (180) days after the initial public offering of the Company’s Common Stock pursuant to an effective registration under the Securities Act, the holders of at least fifty percent (50%) a majority of the Registrable Securities then outstanding (may notify the "Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed Company that they intend to offer or cause to be soldoffered for public sale all or any portion of their Registrable Securities, with an aggregate offering price (net underwriting discounts and commissions, if any) of at least five million dollars ($5,000,000.00), in the intended method of disposition thereof and the jurisdictions manner specified in which registration is desiredsuch request. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give promptly deliver notice of such request to all Investors holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice thereof and in such event the right of any Person to all other Rights Holders and include participate in such registration all shall be conditioned upon such Person’s participation in such underwritten public offering and the inclusion of such Person’s Registrable Securities held by a Rights Holder from whom in the Company has received a written request for inclusion therein at least ten (10) days prior underwritten public offering to the filing of the registration statementextent provided herein. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall will use its reasonable best efforts to expeditiously effect (but in any event no later than thirty (30) 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 two (2) times for the holders of the Registrable Securities as a group. 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 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 at the request of the initiating shareholders; provided, however, that a majority-in-interest of the participating holders of Registrable Securities 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 a majority-in-interest of such 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 a requested registration involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the number of securities 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) 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 holders of Registrable Securities) having a contractual, incidental “piggy back” right to include such securities in the registration statement, (iii) securities to be registered by the Company pursuant to such registration statement, and (iv) Registrable Securities of holders requested to be included in such registration statement (including the holders who made the original request). If there is a reduction of the number of Registrable Securities pursuant to clauses (iv), such reduction shall be made on a pro rata basis (based upon the aggregate number of Registrable Securities held by such holders). (c) With respect to a request for registration pursuant to Section 2(a) which is for an underwritten public offering, the managing underwriter shall be chosen by the holders of a majority 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 such Demand Registration 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 not later than within one hundred twenty (120) days after it receives a request under this Section 10.2. A following the effective date of any registration requested required pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days2. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On If at any time after the date after March 15, 2001, of this Agreement the holders Company receives a request from a Holder of at least fifty percent (50%) Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the Act held by such Holder (a "“Demand Registration"Notice”). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, then the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15i) within five (5) days after the receipt of such requestdate it receives the Demand Notice, the Company shall give written notice thereof to all other Rights Holders and include (ii) as soon as reasonably practicable, but in such registration no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities held of the Holder that provided the Demand Notice and any additional Registrable Securities requested by a Rights the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from whom the Company has received a written request for inclusion therein at least ten pursuant to clause (10) days prior to the filing of the registration statement. Each i); provided that such request will also specify the number of Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be registered, made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the intended method Commission upon a review of disposition thereof and such Registration Statement) the jurisdictions in which registration is desired. (b) “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause any such Demand the Registration Statement to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is be declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of under the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act Act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shallsoon as practicable but, in any caseevent, be acceptable to no later than the Company in its reasonable judgment. (d) The Company Effectiveness Date, and shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”). (b) If for any reason the Commission does not permit all of the Registrable Securities requested by a Holder to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any such Registrable Securities are not permitted by the Commission to be included on a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which such filing may be made, an additional Registration Statement covering the resale of all of the Registrable Securities requested by Holder not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis at the market pursuant to Rule 415 or otherwise as may be acceptable to a Holder whose Registrable Securities were not registered for resale. Each such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement effective under the Securities Act during the entire Effectiveness Period. (c) If: (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby is not filed by the Company with the Commission on or prior to the Filing Date (or the applicable filing date if the Registration Statement is not the initial Registration Statement required to be filed under Section 2(a)), (ii) a Registration Statement covering all of the Registrable Securities is not declared effective by the Commission on or prior to its required Effectiveness Date (it being understood that if the Company shall not have filed a “final” prospectus for the Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(f) below (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (ii)), (iii) the Company fails to file a request for the acceleration of the Effectiveness Date of the applicable Registration Statement as required by Section 3(c), (iv) there is a suspension or delisting of the Company’s Common Stock (or the Company fails to timely list all the Registrable Securities) on its principal trading market or exchange, (v) after its Effective Date, other than during an Allowable Grace Period (as defined below), such Registration Statement ceases to be effective and available for use by the Holders as to any Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for up to no more than 3 consecutive Trading Days (or 20 Trading Days in any 12 month period in the aggregate) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i)-(iv), on the date on which such Event occurs, or for purposes of clause (v), the date on which the Allowable Grace Period or other specified period is exceeded, being referred to as “Event Date”), then, in addition to any other rights available to the Holders under this Agreement or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as partial damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement; and (y) on each 30-day 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 damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The partial damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding the foregoing, in no event shall the partial damages under this Section 2(d) exceed an amount equal to 20% of the aggregate Investment Amounts. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the Commission (the “Staff”) or the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Staff or the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Purchase Agreement and in the event of any reduction pursuant to this paragraph, no Holder shall have any claim against the Company as a result of such reduction and any Event or other delay or breach of this Agreement occurring primarily due to such action by the Staff or the Commission and any such relating reduction shall not require the Company to pay any partial damages pursuant to Section 2(d) hereof or otherwise provide the basis for any claim by any Holder against the Company pursuant to the Transaction Documents (it being understood that the foregoing does not constitute a waiver of Section 3.2(f) of the Securities Purchase Agreement by any Holder or the obligations of the Company under this paragraph and elsewhere in relation thereto). In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Holder shall have the right to require, upon delivery of a written request to the Company signed by the Holder, the Company to file a registration statement within 30 days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the Commission) for re-sale by such Holder in a manner acceptable to such Holder, and the Company shall following such request cause to become be and keep effective more than one such registration statement with respect to in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Rights Holders initiated such Holder have been registered pursuant to this Section 10.2; provided, however, that any registration proceeding begun an effective Registration Statement in a manner acceptable to such Holder or (ii) the Registrable Securities may be resold by such Holder without restriction (including volume limitations) pursuant to this Section 10.2 that is subsequently withdrawn at the request Rule 144(b)(i) of the Rights Holders shall Securities Act (taking account of any Staff position with respect to “affiliate” status) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to Holder as to all Registrable Securities held by such Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be so counted if exercised by a Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the re-sale thereof by such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestHolder as contemplated above). (iie) The Company may delay In the filing or effectiveness of any event that Form S-1 is not available for the registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time resale of such requestRegistrable Securities hereunder, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish use reasonable best efforts to (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Rights Holders and (ii) undertake to register the Registrable Securities on Form S-1 as soon as such form is available, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a certificate signed Registration Statement on Form S-1 covering the Registrable Securities has been declared effective by the Chief Executive Officer or President Commission. In the event the Company becomes eligible to register the Registrable Securities on Form S-3, the Company shall use reasonable best efforts to promptly register the Registrable Securities on Form S-3, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Company stating thatRegistration Statement(s) then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) By 5:30 p.m. on the Trading Day immediately following the Effective Date of each Registration Statement, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be filed and it is therefore essential used in connection with sales pursuant to defer the filing of such registration statementRegistration Statement.

Demand Registration. (a) On At any time after the date which is 180 days after March 15, 2001, the holders of at least fifty percent (50%) closing of the Registrable Securities then outstanding Company's initial Public Offering, any stockholder of the Company which is a party to this Agreement (the an "Initiating Rights HoldersEligible Holder") may request in writing that the Company effect the registration under the Securities Act of all or part of its shares of Class A Common Stock (including shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by it) for sale in the manner specified in such request. A stockholder that previously owned shares of Class B Common Stock but ceased to be a Principal Stockholder upon the conversion of its shares of Class B Common Stock to shares of Class A Common Stock shall continue to be a party to this Agreement so long as it owns any shares of Class A Common Stock and therefore shall be an Eligible Holder. Such request shall be made by furnishing written notice thereof (a "Demand RegistrationNotice"). The Demand Registration request shall specify ) to the amount Company, setting forth the number of the Registrable Securities proposed shares of Class A Common Stock requested to be sold, the registered and such Eligible Holder's intended method of disposition thereof and the jurisdictions in which registration is desireddistribution. Upon the Within ten days after receipt of the any Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such requestNotice, the Company shall give written notice thereof of such Demand Notice to all other Rights Holders and include in Eligible Holders. Following receipt of such registration all Registrable Securities held by a Rights Holder notice from whom the Company has received (the "Company Notice"), each such other Eligible Holder shall have the right to give the Company a written request for inclusion therein at least ten to register any or all of such Eligible Holder's Class A Common Stock (10including shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by it) days prior to the filing of in the registration statement. Each described in the Company Notice, provided that such written request is given within fifteen days after the date on which the Company Notice is given (with such request will also specify stating (i) the number of Registrable Securities shares of Class A Common Stock to be registeredso included, the (ii) such other Eligible Holder's intended method of disposition thereof distribution of such shares and (iii) any other information that the jurisdictions Company Notice reasonably requests be included in such notice from such Eligible Holder). All registrations requested pursuant to this Section 4.1(a) are referred to herein as "Demand Registrations." The Company shall not be required to effect a Demand Registration unless the aggregate number of shares of Class A Common Stock demanded to be so registered is at least one percent of the number of shares of Class A Common Stock then outstanding (the "Minimum Condition"). If the Minimum Condition is met, then, subject to Sections 4.1(c), 4.1(e) and 4.1(f) below, the Company shall, as soon as practicable, file with the SEC and use its best efforts to cause to become effective as promptly as practicable, a Registration Statement which registration is desiredshall cover the shares of Class A Common Stock requested to be registered pursuant to such Demand Notice and Company Notices. (b) The Company shall use its reasonable best efforts to cause any such Once a Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so electhas been effected, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated register Class A Common Stock pursuant to this Section 10.2another Demand Registration prior to the expiration of 180 days from the date on which the previous Demand Registration was declared effective; provided, however, that a registration will not count as a Demand Registration unless it has become effective, and such effectiveness has been maintained under the Securities Act (and not subject to any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request stop order, injunction or other order or requirement of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to SEC or other governmental agency or court for any reason) for the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestperiod specified in Section 4.4(a). (iic) The Company may delay postpone for a reasonable period (not to exceed two months) after its receipt of a Demand Notice the filing or effectiveness of any registration statement a Registration Statement for a Demand Registration if the Board reasonably believes that such Demand Registration would have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any financing, acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other significant transaction and notifies the Eligible Holders in writing of such postponement; provided however, that the Company shall have the right to so postpone a filing only one time during any period of twelve consecutive months. (d) In the event that the Demand Notice and the notices in response to the Company Notices for a Demand Registration contemplate more than one intended method of distribution by the Eligible Holders, then the Company will use its best efforts to include in the Registration Statement for such Demand Registration multiple prospectuses and/or plans of distributions covering each intended method of distribution. The Company acknowledges and agrees that an intended method of distribution of an Eligible Holder may include the registration of shares of Class A Common Stock in connection with an underwritten offering of Monetizing Securities of such Eligible Holder or its Parent. If, in the event of such an underwritten offering of Monetizing Securities, the other Eligible Holders desire to offer their own Monetizing Securities or to sell shares of Class A Common Stock for cash as part of such underwritten offering, the Eligible Holders will negotiate in good faith, in consultation with the managing underwriter for the offering, to include such securities to the extent practicable. (e) If a Demand Registration involves an underwriting of shares of Class A Common Stock for cash (or, to the extent permitted by Section 4.1(d), an underwriting of Monetizing Securities of one or more Eligible Holders or their Parents or shares of Class A Common Stock for cash and Monetizing Securities of one or more Eligible Holders or their Parents) and the managing underwriter advises the Company and the Eligible Holders in writing that marketing factors require a limitation of the number of shares of Class A Common Stock (and/or Monetizing Securities) to be underwritten, then the managing underwriter may exclude shares (and/or Monetizing Securities) requested to be included in such Demand Registration from such underwriting. If the managing underwriter imposes a limit on the number of shares of Class A Common Stock (and/or Monetizing Securities) to be included in such underwriting, then each Eligible Holder shall have the right to include in such underwriting up to ninety its pro rata share (90based on the ratio that the number of shares of Class A Common Stock (and/or Monetizing Securities) days after proposed to be sold by each Eligible Holder bears to the date total numbers of a request shares of Class A Common Stock (and/or Monetizing Securities) proposed to be sold by all Eligible Holders who have elected to participate in the Demand Registration) of the maximum number of shares (and/or Monetizing Securities) permitted by the managing underwriter to be included in the Demand Registration (the "Maximum Amount"). (f) If, in connection with an underwriting involving the offering of shares of Class A Common Stock for registration pursuant cash, the managing underwriter has not limited the number of shares of Class A Common Stock (and/or Monetizing Securities) to this Section 10.2 be underwritten or if the number of shares (xand/or Monetizing Securities) at which the time Eligible Holders have requested to be registered is less than the Maximum Amount, then the Company may include shares of Class A Common Stock for its own account or for the account of others in such underwriting if the managing underwriter so agrees and if the number of shares of Class A Common Stock (and/or Monetizing Securities) which would otherwise have been included in such underwriting by Eligible Holders will not thereby be limited. The inclusion of such request shares shall be on the Company is engaged, or has formal plans to engage within sixty (60) days same terms as the offering for cash of shares of Class A Common Stock by the Eligible Holders. In the event that the managing underwriter excludes some of the time of such requestsecurities to be registered, in an underwritten public offering of Shares, (y) the Board of Directors securities to be sold for the account of the Company determines and any other holders shall be excluded in good faith that their entirety prior to the exclusion of any shares of Class A Common Stock (Aand/or Monetizing Securities) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementEligible Holders.

Demand Registration. (a) On If at any date time after March 15the Market Stand-Off Period Novo Nordisk and Novo Nordisk Pharmaceuticals, 2001, Inc. desire to effect the holders registration on Form S-3 or other applicable form under the 1933 Act of at least fifty percent (50%) any of the Shares owned by them or any of their Affiliates (“Registrable Securities then outstanding Shares”), they may make one (1) written request (the "Initiating Rights Holders"“Demand Request”) may that Aradigm effect such registration; provided that such request is made no earlier than (i) sixty (60) days prior to the expiration of the Market Stand-Off Period or (ii) sixty (60) days prior to the expiration of any “lock-up” period required of Novo Nordisk and Novo Nordisk Pharmaceuticals, Inc. by the underwriters in writing registration under the Act (connection with a "Demand Registration")public offering by Aradigm. The Demand Registration request shall Request will specify the amount number of the Registrable Securities Shares proposed to be sold, sold and will also specify the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. Upon receipt of such Demand Request, Aradigm shall, at its own expense (which expense shall include all fees and expenses of counsel, public accountants or other advisors or experts retained by Aradigm, all reasonable fees and expenses of counsel for Novo Nordisk, Novo Nordisk Pharmaceuticals, Inc. and their Affiliates (which counsel shall be selected by Novo Nordisk and Novo Nordisk Pharmaceuticals, Inc.) in an amount which shall not exceed fifty thousand dollars ($50,000), all filing fees, all fees and expenses incurred to comply with blue sky or other securities laws, all printing expenses and all internal expenses of Aradigm, but shall not include underwriting fees, discounts or commissions attributable to the sale of the Registrable Shares, out-of-pocket expenses of Novo Nordisk, Novo Nordisk Pharmaceuticals, Inc. or any of their Affiliates, transfer taxes or the fees and expenses of underwriter’s counsel) prepare and file with the SEC a registration statement on Form S-3 or other applicable form (the “Resale Registration Statement”) under the 1933 Act to provide for the resale by Novo Nordisk, Novo Nordisk Pharmaceuticals, Inc. and their Affiliates of the number of Registrable Shares specified in the Demand Request. In the event Novo Nordisk and Novo Nordisk Pharmaceuticals, Inc. deliver to Aradigm a Demand Request prior to the end of a Market Stand-Off Period or a “lock-up” period, Aradigm shall use its reasonable efforts to file and cause the Resale Registration Statement to be effective prior to the expiration of such Market Stand-Off Period or “lock-up” period, as the case may be. In all other cases, Aradigm will use its reasonable efforts to cause the Resale Registration Statement to be filed and become effective as soon as reasonably practicable after receipt of the Demand Request. Aradigm shall cause the Resale Registration requestStatement filed pursuant to this Section 1.4 to remain effective for no less than six (6) months (or, if earlier, until the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration date all of the Registrable Securities Shares covered by the Resale Registration Statement have been sold); provided, however, Aradigm may suspend the use of, or delay the effective date of, any Resale Registration Statement by giving written notice to the sellers identified therein, if Aradigm shall have determined, in its good faith reasonable judgment, that such suspension or delay in the effective date of the Resale Registration Statement is advisable because the filing or effectiveness of the Resale Registration Statement would be detrimental to Aradigm and its shareholders; and provided further that Aradigm suspends the use of or delays the effective date of all other registration statements of Aradigm that register the securities of Aradigm being or to be registeredresold by the holders thereof. Within fifteen (15) days after Any suspension or delay in the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing effective date of the registration statement. Each such request will also specify Resale Registration Statement by Aradigm pursuant to this Section 1.4 shall be for the number shortest reasonable period of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. time (b) The Company but shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than exceed one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days). (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On Subject to Section 6.1(b), at any date after March 15time and from time to time, 2001, the holders of at least fifty percent (50%) of the Registrable Securities then outstanding Sponsor Holdings or SHUSA (the "Initiating Rights Holders"“Requesting Demand Shareholder”) may may, in a written notice (a “Demand Notice”) to the Company, request in writing that the Company file a registration statement (a “Demand Registration Statement”) under the Securities Act (covering the registration of all or a "portion of such Requesting Demand Registration"). The Shareholder’s Registrable Securities, as specified in the Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desiredNotice. Upon the receipt of the such Demand Registration requestNotice, the Company promptly shall take such steps as are necessary or appropriate use reasonable efforts to prepare file a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to be registeredregister by such Requesting Demand Shareholders, to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended methods of distribution thereof specified in such request, and shall use its reasonable efforts to have such Demand Registration Statement declared effective by the Commission as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for a period of time necessary following the date on which such Demand Registration Statement is declared effective for 60 days or such shorter period which will terminate when all of the Registrable Securities covered by such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Demand Registration Statement or by the Securities Act, any state securities or “blue sky” laws, or any other rules and regulations thereunder). Within fifteen (15) five days after receipt by the receipt Company of such requesta Demand Notice in accordance with this Section 6.1(a), the Company shall give written notice thereof of such Demand Notice to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number holders of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desiredSecurities. (b) The Company will not be obligated to file any Demand Registration Statement within 180 days following the completion of the IPO or within 180 days of the effective date of a previous Demand Registration Statement. The maximum number of registrations that the Company is required to effect in response to Demand Notices given by (i) SHUSA is one and (ii) Sponsor Holdings is four (each, a “Demand Registration Right”). A Demand Registration Statement shall be deemed not to have become effective (and the related registration shall be deemed not to have been effected) unless it has been declared effective by the Commission and remains effective for the period required by Section 6.1(a); provided, however, that if, after it has been declared effective, the offering of any Registrable Securities pursuant to such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement of the Commission or any other Governmental Authority (other than any such stop order or injunction issued as a result of the inclusion in such Demand Registration Statement of any information supplied to the Company for inclusion therein by a Requesting Demand Shareholder), such Demand Registration Statement will be deemed not to have become effective. (c) Notwithstanding anything in this Agreement to the contrary, with respect to any Demand Registration, if (A) (i) the Company is planning to prepare and file a registration statement for a primary offering by the Company of its Securities, or (ii) there is any pending or contemplated material acquisition, corporate reorganization or other material matter involving the Company or there is any pending or contemplated financing by the Company (each, a “Material Transaction”), and (B) the CEO or CFO of the Company notifies in writing each Requesting Demand Shareholder that such officer has reasonably concluded that under such circumstances it would be in the Company’s best interest to postpone the filing of a Demand Registration Statement, then the Company may postpone for up 60 days the filing or the effectiveness (but not the preparation) of a Demand Registration Statement (a “Blackout Period”); provided, that the Company may not on any of the foregoing grounds postpone the filing or effectiveness of Demand Registration Statement more than once during any 12-month period (unless the Requesting Demand Shareholders consent in writing to a longer postponement of the filing or effectiveness of such registration statement). Upon notice by the Company to the Requesting Demand Shareholder of any such determination, the Requesting Demand Shareholder covenants that it shall keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (i) above, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Demand Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies then in the Requesting Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. After the expiration of any Blackout Period and without further request from any Requesting Demand Shareholder, the Company shall effect the filing of the Demand Registration Statement and shall use its reasonable best efforts to cause any such Demand Registration Statement to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is be declared effective and remains as promptly as practicable unless the Requesting Demand Shareholder shall have, prior to the effective for at least ninety (90) days. (c) If Rights Holders date of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration Statement, withdrawn in writing its initial request, in which case such withdrawn request shall be in the form of not constitute a firm commitment underwritten offering. If any Demand Registration Right for purposes of Registrable Securities determining the number of Demand Registration Rights to which Sponsor Holdings or SHUSA is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgmententitled under this Agreement. (d) The Company If at any time or from time to time any Requesting Demand Shareholder desires to sell Registrable Securities in an Underwritten Offering pursuant to a Demand Registration Statement, the managing underwriter and all other underwriters shall not be obligated to effect any registration under this Section 10.2 except in accordance with selected by the following provisions: Company. Notwithstanding the foregoing, (i) The Company if Sponsor Holdings exercises its Demand Registration Rights, Sponsor Holdings shall not be obligated have the right to use its reasonable best efforts to file and cause to become effective more than select one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to joint lead managing underwriters and one of the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. co-managers and (ii) The Company may delay if SHUSA exercises its Demand Registration Rights, SHUSA, shall have the filing or effectiveness of any registration statement for a period of up right to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days select one of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors joint lead managing underwriters and one of the Company determines in good faith that (A) it is in possession of material, nonco-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementmanagers.

Demand Registration. (a) On any date During the Effectiveness Period and after March 15, 2001, the holders of at least fifty percent (50%) filing and effectiveness of the Initial Registration Statement and any Follow-On Registration Statement covering all of the Initial Registrable Securities, Investor shall have the right to provide the Company with written notice (each a “Demand Notice”) requiring the Company to file an Additional Registration Statement covering such number of Additional Registrable Securities then outstanding as Investor requests in the Demand Notice, subject to Section 2(b)(2) (the "Initiating Rights Holders") may request in writing registration under the Act (a "“Demand Registration"Registrable Securities”). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisionsfollows: (i) The if Investor has sold all of the Initial Registrable Securities, Investor shall have the right to require the Company shall not be obligated to use its reasonable best efforts to prepare and file and cause to become effective more than one registration statement with respect to an Additional Registration Statement covering the resale of the Demand Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (yi) the Board of Directors effective date of the Company determines in good faith that (A) it is in possession of materialInitial Registration Statement, nonor any Follow-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the CompanyOn Registration Statement, or (zii) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President date of the Company stating thatDemand Notice, in the good faith judgment whichever is later. (ii) if Investor has not sold all of the Board of Directors Initial Registrable Securities, Investor shall have the right to require the Company to prepare and file an Additional Registration Statement covering the resale of the CompanyDemand Registrable Securities within ninety (90) days of (i) the effective date of the Initial Registration Statement, it would otherwise be seriously detrimental or any Follow-On Registration Statement, or (ii) the date of the Demand Notice, whichever is later. (iii) if Investor has sold all of the Demand Registrable Securities registered pursuant to an Additional Registration Statement, Investor shall have the right to require the Company to prepare and its investors for such registration statement file an Additional Registration Statement covering the resale of additional Demand Registrable Securities within sixty (60) days of (i) the effective date of the of the previous Additional Registration Statement, or (ii) the date of the Demand Notice, whichever is later. (iv) if Investor has not sold all of the Demand Registrable Securities registered pursuant to be filed an Additional Registration Statement, Investor shall have the right to require the Company to prepare and it file an Additional Registration Statement covering the resale of additional Demand Registrable Securities within ninety (90) days of (i) the effective date of the of the previous Additional Registration Statement, or (ii) the date of the Demand Notice, whichever is therefore essential to defer the filing of such registration statementlater.

Demand Registration. (a) On Subject to the limitations contained in this Section 3, at any time following the 30 month anniversary of the date after March 15, 2001of the closing of the Purchase Agreement, the holders Investor may at any time and from time to time request that the Company register for sale all or any of at least fifty percent (50%) of the its Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the Securities Act (in connection with an Underwritten Offering by sending the Company a "Demand Registration"). The Demand Registration written request shall specify setting forth such request and specifying the amount number of the Registrable Securities proposed required to be sold, registered and the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in any such registration all Registrable Securities held by being referred to herein as a Rights Holder from whom “Demand Registration”); provided that the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the minimum number of Registrable Securities to be registeredregistered on behalf of the Investor in any Demand Registration must be equal to at least (i) 33.3% of the Registrable Securities held by Investor (on an as converted basis) on the date hereof. For the avoidance of doubt, the intended method Investor’s right to Demand Registration includes, without limitation, the right to require registration of disposition thereof an underwritten public offering of Registrable Securities (an “Underwritten Offering”) or the right to require the filing of a preliminary and final prospectus supplement to the jurisdictions in which extent that a Shelf Registration Statement is then effective. However, the registration is desiredof shares of Common Stock pursuant to any continuous offering of Registrable Securities pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Offering”) shall be governed by Section 2 hereof. (b) The Subject to the limitations contained in this Section 3, upon the receipt by the Company of a written request for a Demand Registration pursuant to Section 3(a), the Company shall cause a Registration Statement on Form S-3 (or, if the Company is not then eligible to register the Shares for resale on Form S-3, on another appropriate form in accordance with the Securities Act) to be filed within sixty (60) days after the date on which the initial request is given (provided, however, that no filing of a Demand Registration shall be made earlier than the 36 month anniversary of the date of the closing of the Purchase Agreement) and shall use its reasonable best efforts to cause any such Registration Statement to be declared effective by the Commission as soon as practicable thereafter covering all of the Registrable Securities requested to be registered in the Demand Registration Registration. The Company shall not be required to become effective not later effect more than one hundred twenty three (1203) days after it receives a request under this Section 10.2. A registration requested Demand Registrations pursuant to this Section 10.2 3. Any registration initiated as a Demand Registration pursuant to Section 3(a) shall not count as the one a Demand Registration unless and until the Registration Statement with respect to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) daysshall have become effective. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any Demand Registration within one-hundred eighty (180) days after the effective date of a previous Demand Registration or a previous registration under this Section 10.2 except in accordance with which the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) Investor was given Piggyback Registration rights. The Company may delay postpone the filing or effectiveness of any registration statement a Registration Statement for a period of Demand Registration (i) for up to ninety (90) days after if the date Company, in good faith, determines that such Demand Registration would reasonably be expected to result in an Adverse Disclosure or (ii) for up to ninety (90) days, if the Company, in good faith, intends to conduct a primary offering of a request for registration pursuant to this Section 10.2 if Common Stock within ninety (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (6090) days of the time of proposed Demand Registration; provided, that in such requestevent the Investor shall be entitled to withdraw such request and, in an underwritten public offering of Sharesif such request is withdrawn, (y) the Board of Directors such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company determines shall pay all registration expenses in good faith that connection with such registration. (Ad) it The Investor may withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of notice from the Investor to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement and such registration shall nonetheless be deemed a Demand Registration hereunder unless the withdrawal is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other made after a material transaction by or of adverse change to the Company or concerning pending after notice of a postponement based on an Adverse Disclosure pursuant to Section 3(c). (e) In the case of any Demand Registration that relates to an Underwritten Offering, the Investor shall select the investment banking firms as the Investor and Company may mutually agree to act as the managing underwriter or threatened litigation and (B) disclosure of underwriters in connection with such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementUnderwritten Offering.

Demand Registration. (ai) On At any date time after March 15the 180th day after the Closing Date, 2001any Holder that holds Registrable Securities (the “Initiating Holder”) shall have the option and right, exercisable by delivering a written notice to the Partnership (a “Demand Notice”), to require the Partnership to, pursuant to the terms and subject to the limitations set forth in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms set forth in the Demand Notice (a “Demand Registration”). Upon receipt of a Demand Notice from any Initiating Holder (the “Initiating Holder”), the holders of at least fifty percent (50%) Partnership shall file with the Commission as promptly as reasonably practicable a Registration Statement providing for the offer and sale of the Registrable Securities then outstanding (identified in such Demand Notice, which Registration Statement may, at the "option of the Initiating Rights Holders") may request in writing registration under Holder, be a Registration Statement that provides for the Act (a "Demand Registration"). The Demand Registration request shall specify the amount resale of the Registrable Securities proposed from time to be sold, time pursuant to Rule 415 under the Securities Act in accordance with the intended timing and method or methods of disposition distribution thereof and specified in the jurisdictions in which registration is desiredDemand Notice. Upon The Partnership shall have the receipt right to elect that any Demand Registration be made pursuant to a Shelf Registration Statement. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate Statement and to prepare remain effective and available for the registration resale of the Registrable Securities to be registered. Within fifteen (15) days after by the receipt of Selling Holders named therein for not less than six months following such request, the Company shall give written notice thereof to all other Rights Holders and include in Registration Statement’s effective date or such registration shorter period when all Registrable Securities held covered by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering Statement have been sold (the "Approved Underwriter"“Effectiveness Period”); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun the Partnership shall not be required to effect the Registration of Registrable Securities pursuant to this Section 10.2 2(a) unless at least an aggregate of Registrable Securities (as adjusted to reflect splits, combinations, dividends and recapitalizations) are offered or the Registrable Securities are offered at an aggregate proposed offering price of not less than $30 million. In the event the Partnership receives a Demand Notice from one or more Holders request that is subsequently withdrawn at satisfies the request of conditions set forth in the Rights immediately preceding sentence, the Partnership shall retain such underwriters and bookrunning managers as are mutually agreed by the Partnership and the Selling Holders in order to permit such Selling Holders to offer and sell the Registrable Securities set forth in the Demand Notice through an Underwritten Offering. The Partnership and such Selling Holders shall not be so counted if enter into an underwriting agreement in customary form and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions set forth in the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such withdrawal underwriting agreement or as the General Partner may determine is based upon material adverse information relating reasonably necessary to effect such Underwritten Offering. Any Holder may withdraw from such Underwritten Offering by notice to the Company or its conditionPartnership and the managing underwriter, business, or prospects which provided such notice is different from that generally known delivered prior to the Rights Holders at the time launch of their requestsuch Underwritten Offering. (ii) The Company Within five (5) Trading Days of the Partnership’s receipt of a Demand Notice, the Partnership shall give written notice of such Demand Notice to all Holders eligible to participate in the Demand Registration pursuant to this Section 2(a) (the “Demand Eligible Holders”). and shall, subject to the limitations of this Section 2(a), as promptly as is reasonably practicable, file a Registration Statement covering all of the Registrable Securities that the Demand Eligible Holders shall in writing request (such request to be given to the Partnership within five (5) Trading Days of receipt of such notice of the Demand Notice given by the Partnership pursuant to this Section 2(a)(ii)) to be included in such Demand Registration as directed by the Initiating Holder in the Demand Notice. (iii) Subject to the other limitations contained in this Agreement, the Partnership is not obligated hereunder to effect more than (A) one (1) Demand Registration on Form S-1 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period and (B) two (2) Demand Registrations on Form S-3 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period. (iv) Notwithstanding any other provision of this Section 2(a), the Partnership shall not be required to effect a registration or file a Registration Statement pursuant to this Section 2(a), and may delay suspend the use of an effective Registration Statement: (A) during the period starting with the date that is sixty (60) days prior to the General Partner’s good faith estimate of the date of filing or effectiveness of, and ending on the date that is ninety (90) days after the effective date of, a Partnership-initiated registration that is approved by the board of any directors of the General Partner, provided that the Partnership is actively employing commercially reasonable efforts to cause such registration statement to become effective; (B) for a period of up to ninety (90) days after the date of a request for registration Demand Notice is received by the Partnership pursuant to this Section 10.2 2(a) if the General Partner determines that the Partnership’s compliance with its obligations under this Agreement would be detrimental to the Partnership because such registration would be reasonably likely to (x) materially interfere with a significant acquisition, financing, merger, reorganization or other similar transaction involving the Partnership or otherwise have a material adverse effect on the Partnership, (y) require disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to comply with requirements under applicable securities laws (any such period, a “Suspension Period”); provided, however, that in no event shall the Partnership postpone or defer any Demand Registration pursuant to this Section 2(a)(iv) for more than an aggregate of one hundred and eighty (180) days in any twelve (12) month period. (v) Notwithstanding any other provision of this Section 2(a), in the event that the managing underwriter of an Underwritten Offering advises the Partnership and the Demand Eligible Holders in writing that, in such managing underwriter’s opinion, the inclusion of all or some Registrable Securities of Demand Eligible Holders in a subject Registration Statement would have a material adverse effect on the timing or success of the Underwritten Offering (including the price received for the securities to be offered in such Underwritten Offering), the total number of Registrable Securities of each Demand Eligible Holder that shall be included in such Underwritten Offering shall be reduced on a Pro Rata basis until the total number of Registrable Securities offered in such Underwritten Offering will not, in the opinion of the managing underwriter, have such a material adverse effect. Any Registrable Securities excluded or withdrawn from such Underwritten Offering shall be withdrawn from the registration. (vi) The Partnership may include in any such Demand Registration other Partnership Securities for sale for its own account or for the account of any other Person; provided that if the managing underwriter for the offering determines that the number of Partnership Securities proposed to be offered in such offering would have a material adverse effect on the timing or success of such offering (including the price received for the securities to be offered in such offering), then the Registrable Securities to be sold by the Demand Eligible Holders shall be included in such registration before any Partnership Securities proposed to be sold for the account of the Partnership or any other Person. Any such Registrable Securities to be offered in such offering shall be allocated among the Demand Eligible Holders on a Pro Rata basis. (vii) Subject to the limitations contained in this Agreement, the Partnership shall effect any Demand Registration on Form S-3 (except if the Partnership is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such Demand Registration shall be effected on another appropriate form for such purpose pursuant to the Securities Act) and if the Partnership becomes, and is at the time of such request its receipt of a Demand Notice, a WKSI, the Company Demand Registration for any offering and selling of Registrable Securities through a firm commitment underwriting shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Partnership); provided, however, that if at any time a Registration Statement on Form S-3 is engaged, effective and a Holder provides written notice to the Partnership that it intends to effect an offering of all or has formal plans to engage within sixty (60) days part of the time of Registrable Securities included on such requestRegistration Statement, the Partnership will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (viii) Without limiting Section 3, in an underwritten public offering of Sharesconnection with any Demand Registration pursuant to and in accordance with this Section 2(a), (y) the Board of Directors of the Company determines in good faith that Partnership shall, (A) it is promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Demand Eligible Holders shall reasonably request; provided, however, that no such qualification shall be required in possession any jurisdiction where, as a result thereof, the Partnership would become subject to general service of materialprocess or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, non-public information concerning an acquisitionamendments, mergersupplements, recapitalizationprospectuses, consolidationcertificates, reorganization letters, opinions and other documents as may be necessary to apply for listing or other material transaction by or of to list the Company or concerning pending or threatened litigation Registrable Securities subject to such Demand Registration on the Trading Market and (B) disclosure do any and all other acts and things that may be necessary or appropriate or reasonably requested by the Demand Eligible Holders to enable such Holders to consummate a public sale of such information would jeopardize any Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (ix) In the event a Holder transfers Registrable Securities included on a Registration Statement in accordance with Section 7(e), and such transaction Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Partnership shall amend or litigation or otherwise materially harm supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement. (x) The Partnership shall use commercially reasonable efforts to become eligible to use Form S-3 and, after becoming eligible to use Form S-3, shall use commercially reasonable efforts to remain eligible to use Form S-3, including by timely filing all reports with the Company, or (z) Commission and meeting the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President other requirements of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementExchange Act.

Demand Registration. (a) On any or after the date that is fourteen (14) months after March 15, 2001the closing of the Initial Public Offering, the holders of at least fifty percent Holders may, subject to Section 2.4 (50%Black-Out Rights; Suspension Rights) of and Section 2.5 (Holdback Agreements), deliver to the Company a written request that the Company prepare and file with the Commission a registration statement on an appropriate form under the Securities Act (together with any amendments or supplements thereto, a “Demand Registration Statement”), registering under the Securities Act Registrable Securities then outstanding (having a Market Value of not less than $10,000,000 to effect an underwritten public offering of Registrable Securities by the "Initiating Rights Holders") may request in writing registration under the Act initiating Holders (a "“Demand Registration"”). The Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any twelve (12) month period. (b) Any request for a Demand Registration shall specify the amount number of the Registrable Securities proposed to be sold, the intended method of disposition thereof sold and the jurisdictions in which registration is desired. Upon the receipt intent to effect an underwritten public offering of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registeredSecurities. Within fifteen (15) days 10 Business Days after the receipt of such request, the Company shall will give written notice thereof of such registration request to all other Rights Holders and include in such registration all such Registrable Securities held by a Rights Holder from whom with respect to which the Company has received a written request requests for inclusion therein at least ten (10) days prior to within 15 Business Days after the filing mailing of the registration statementCompany’s notice. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof registered and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts intent to cause any effect an underwritten public offering of such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) daysRegistrable Securities. (c) If Rights Subject to Section 2.3(d), if all Holders that request the filing of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of Statement have a firm commitment underwritten offering. If any Demand Registration sufficient number of Registrable Securities is in registered for sale pursuant to a Shelf Registration Statement, the form of Company may satisfy the request to effect a Demand Registration by filing an appropriate prospectus supplement with the Commission to effect an underwritten public offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that such underwritten public offering shall be deemed a Demand Registration and shall be required to satisfy each of the Approved Underwriter shall, conditions and other requirements for a Demand Registration specified in any case, be acceptable to the Company in its reasonable judgmentthis Agreement. (d) The Company shall not be obligated select the lead underwriter or underwriters and any co-manager or co-managers in connection with any underwritten public offering pursuant to effect any registration under this Section 10.2 except in accordance Agreement, after consultation with the following provisions:Holders initiating such Demand Registration. (e) A registration will not count as a Demand Registration until it has become effective. For purposes of this Agreement, (i) The Company shall not an offering on a Demand Registration Statement is deemed to be obligated to use its reasonable best efforts to file effected on the effective date thereof, and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering on a Shelf Registration Statement that is deemed to be a Demand Registration pursuant to Section 2.2(c) is deemed to be effected on the date a prospectus supplement is filed with the Commission (other than any preliminary prospectus supplement). Notwithstanding the foregoing, an offering shall not be deemed to have been effected if such offering is not consummated as a result of Shares, (yi) the Board of Directors of a breach by the Company determines in good faith that (A) it is in possession of material, non-its obligations under this Agreement or any underwriting agreement relating to an underwritten public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Companyoffering, or (zii) the Company shall furnish exercising its rights under Section 2.4 (Black-Out Rights; Suspension Rights), and, in either case, after the offering would otherwise have been deemed to have been effected pursuant to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementpreceding sentence.

Demand Registration. (a) On Subject to Section 5 hereof, if at any date after March 15, 2001, time any Holder shall request the holders of at least fifty percent (50%) Company in writing to register under the Securities Act all or a part of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the Act held by such Holder (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement, on such appropriate form as the Company in its discretion shall determine, providing for the sale of all other Rights Holders and include in such Registrable Securities by such Holder. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior have ceased to the filing of the registration statementbe Registrable Securities. Each such request will also specify the number of Registrable Securities registration statement filed pursuant to be registered, the intended method of disposition thereof and the jurisdictions in which registration this Section 2(a) is desiredhereinafter referred to as a "Demand Registration Statement." (b) The Company shall agrees(i), unless it obtains the prior written consent of Hay, not to effect any public or private sale, distribution or purchase of any of its securities which are the same as or similar to the Registrable Securities, including a sale pursuant to Regulation D under the Securities Act, during the 15-day period prior to, and during the 45-day period beginning on, the closing date of each underwritten offering under any Demand Registration Statement, and (ii) to use its reasonable best efforts to cause each holder of its securities purchased from the Company, at any time on or after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution of any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives securities during such period, including a request under this Section 10.2. A registration requested sale pursuant to this Section 10.2 shall not count as Rule 144 under the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) daysSecurities Act. (c) If Rights Holders The Company may postpone for a reasonable period of a majority of the Registrable Securities proposed time, not to be registered by the Initiating Rights Holders so electexceed 60 days, the offering filing or the effectiveness of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted Statement if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith determines that (A) it is in possession of materialsuch registration might have a material adverse effect on any plan or proposal by the Company with respect to any financing, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by transaction, or of the Company or concerning pending or threatened litigation and (B) disclosure the Company is in possession of such material non-public information would jeopardize any such that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or litigation in progress or otherwise materially harm in other material adverse consequences to the Company. (d) If at any time any Holder of Registrable Securities to be covered by a Demand Registration Statement desires to sell Registrable Securities in an underwritten offering, or (zsuch Holder shall have the right to select any nationally recognized investment banking firm(s) to administer the Company shall furnish offering, subject to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors approval of the Company, it would otherwise which approval shall not be seriously detrimental to unreasonably withheld, and the Company and its investors for such registration statement to be filed and it is therefore essential to defer shall enter into underwriting agreements with the filing underwriter(s) of such registration statementoffering, which agreements shall contain such representations and warranties by the Company, and such other terms, conditions and indemnities as are at the time customarily contained in underwriting agreements for similar offerings.

Demand Registration. (ai) On At any date time after March 15the Effective Date, 2001any Holder that holds Registrable Securities (the “Initiating Holder”) shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms and subject to the limitations set forth in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms set forth in the Demand Notice (a “Demand Registration”). Upon receipt of a Demand Notice from any Initiating Holder (the “Initiating Holder”), the holders of at least fifty percent (50%) Company shall file with the Commission as promptly as reasonably practicable a Registration Statement providing for the offer and sale of the Registrable Securities then outstanding (identified in such Demand Notice, which Registration Statement may, at the "option of the Initiating Rights Holders") may request in writing registration under Holder, be a Registration Statement that provides for the Act (a "Demand Registration"). The Demand Registration request shall specify the amount resale of the Registrable Securities proposed from time to be sold, time pursuant to Rule 415 under the Securities Act in accordance with the intended timing and method or methods of disposition distribution thereof and specified in the jurisdictions in which registration is desiredDemand Notice. Upon The Company shall have the receipt right to elect that any Demand Registration be made pursuant to a Shelf Registration Statement. The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate Statement and to prepare remain effective and available for the registration resale of the Registrable Securities by the Selling Holders named therein for not less than six months following such Registration Statement’s effective date or such shorter period when all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that the Company shall not be required to be registeredeffect the registration of Registrable Securities pursuant to this Section 2(a) unless at least an aggregate of 1,500,000 Registrable Securities (as adjusted to reflect splits, combinations, dividends and recapitalizations) are offered or the Registrable Securities are offered at an aggregate proposed offering price of not less than $30 million. In the event the Company receives a Demand Notice from one or more Holders request that satisfies the conditions set forth in the immediately preceding sentence, the Company shall retain such underwriters and bookrunning managers as are mutually agreed by the Company and the Selling Holders in order to permit such Selling Holders to offer and sell the Registrable Securities set forth in the Demand Notice through an Underwritten Offering. The Company and such Selling Holders shall enter into an underwriting agreement in customary form and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions set forth in the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement or as the General Partner may determine is reasonably necessary to effect such Underwritten Offering. Any Holder may withdraw from such Underwritten Offering by notice to the Company and the managing underwriter, provided such notice is delivered prior to the launch of such Underwritten Offering. (ii) Within fifteen five (155) days after Trading Days of the Company’s receipt of such requesta Demand Notice, the Company shall give written notice thereof of such Demand Notice to all other Rights Holders eligible to participate in the Demand Registration pursuant to this Section 2(a) (the “Demand Eligible Holders”). and include shall, subject to the limitations of this Section 2(a), as promptly as is reasonably practicable, file a Registration Statement covering all of the Registrable Securities that the Demand Eligible Holders shall in writing request (such request to be given to the Company within five (5) Trading Days of receipt of such notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii)) to be included in such registration all Registrable Securities held Demand Registration as directed by a Rights the Initiating Holder from whom in the Demand Notice. (iii) Subject to the other limitations contained in this Agreement, the Company has received is not obligated hereunder to effect more than (A) one (1) Demand Registration on Form S-1 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period and (B) two (2) Demand Registrations on Form S-3 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period. (iv) Notwithstanding any other provision of this Section 2(a), the Company shall not be required to effect a written request for inclusion therein at least ten registration or file a Registration Statement pursuant to this Section 2(a), and may suspend the use of an effective Registration Statement: (10A) during the period starting with the date that is sixty (60) days prior to the filing General Partner’s good faith estimate of the registration statement. Each such request will also specify date of filing of, and ending on the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration date that is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders days after the effective date of, a Company-initiated registration that is approved by the board of a majority directors of the Registrable Securities proposed to be registered by the Initiating Rights Holders so electGeneral Partner, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, provided that the Approved Underwriter shall, in any case, be acceptable to the Company in its is actively employing commercially reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause such registration statement to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2effective; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (iiB) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration Demand Notice is received by the Company pursuant to this Section 10.2 2(a) if the General Partner determines that the Company’s compliance with its obligations under this Agreement would be detrimental to the Company because such registration would be reasonably likely to (x) materially interfere with a significant acquisition, financing, merger, reorganization or other similar transaction involving the Company or otherwise have a material adverse effect on the Company, (y) require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws (any such period, a “Suspension Period”); provided, however, that in no event shall the Company postpone or defer any Demand Registration pursuant to this Section 2(a)(iv) for more than an aggregate of one hundred and eighty (180) days in any twelve (12) month period. (v) Notwithstanding any other provision of this Section 2(a), in the event that the managing underwriter of an Underwritten Offering advises the Company and the Demand Eligible Holders in writing that, in such managing underwriter’s opinion, the inclusion of all or some Registrable Securities of Demand Eligible Holders in a subject Registration Statement would have a material adverse effect on the timing or success of the Underwritten Offering (including the price received for the securities to be offered in such Underwritten Offering), the total number of Registrable Securities of each Demand Eligible Holder that shall be included in such Underwritten Offering shall be reduced on a Pro Rata basis until the total number of Registrable Securities offered in such Underwritten Offering will not, in the opinion of the managing underwriter, have such a material adverse effect. Any Registrable Securities excluded or withdrawn from such Underwritten Offering shall be withdrawn from the registration. (vi) The Company may include in any such Demand Registration other Company Securities for sale for its own account or for the account of any other Person; provided that if the managing underwriter for the offering determines that the number of Company Securities proposed to be offered in such offering would have a material adverse effect on the timing or success of such offering (including the price received for the securities to be offered in such offering), then the Registrable Securities to be sold by the Demand Eligible Holders shall be included in such registration before any Company Securities proposed to be sold for the account of the Company or any other Person. Any such Registrable Securities to be offered in such offering shall be allocated among the Demand Eligible Holders on a Pro Rata basis. (vii) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such Demand Registration shall be effected on another appropriate form for such purpose pursuant to the Securities Act) and if the Company becomes, and is at the time of such request its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities through a firm commitment underwriting shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company); provided, however, that if at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company is engaged, that it intends to effect an offering of all or has formal plans to engage within sixty (60) days part of the time of Registrable Securities included on such requestRegistration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (viii) Without limiting Section 3, in an underwritten public offering of Sharesconnection with any Demand Registration pursuant to and in accordance with this Section 2(a), (y) the Board of Directors of the Company determines in good faith that shall, (A) it is promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Demand Eligible Holders shall reasonably request; provided, however, that no such qualification shall be required in possession of materialany jurisdiction where, non-public information concerning an acquisitionas a result thereof, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company would become subject to general service of process or concerning pending to taxation or threatened litigation qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) disclosure do any and all other acts and things that may be necessary or appropriate or reasonably requested by the Demand Eligible Holders to enable such Holders to consummate a public sale of such information would jeopardize any Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (ix) In the event a Holder transfers Registrable Securities included on a Registration Statement in accordance with Section 7(e), and such transaction or litigation or otherwise materially harm Registrable Securities remain Registrable Securities following such transfer, at the Companyrequest of such Holder, or (z) the Company shall furnish amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement. (x) The Company shall use commercially reasonable efforts to become eligible to use Form S-3 and, after becoming eligible to use Form S-3, shall use commercially reasonable efforts to remain eligible to use Form S-3, including by timely filing all reports with the Rights Holders a certificate signed by Commission and meeting the Chief Executive Officer or President other requirements of the Company stating thatExchange Act. (xi) Whenever an Underwritten Offering has been initiated, each Holder participating in such Underwritten Offering shall, if applicable, cause such Registrable Securities to be redeemed or exchanged for Class A Shares in accordance with the good faith judgment terms of the Board of Directors of HESM Agreement before or substantially concurrently with the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing sale of such registration statementRegistrable Securities.

Demand Registration. (a) On If a Purchaser is unable, at any date after March 15time following the six-month holding period provided in Rule 144, 2001, the holders of at least fifty percent (50%) of the to sell its Registrable Securities then outstanding (pursuant to Rule 144, such Purchaser may demand, in writing, that the "Initiating Rights Holders") may request in writing registration under Company prepare and file with the Act (Commission a "Demand Registration"). The Demand “Shelf” Registration request shall specify Statement covering the amount resale of the all Registrable Securities proposed (or the maximum lesser amount as the Commission allows) for an offering to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desiredmade on a continuous basis pursuant to Rule 415. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such requestThereupon, the Company shall give written notice thereof as expeditiously as practicable, and in any event on or prior to the Filing Date, use all other Rights Holders and include in such commercially reasonable efforts to effect the registration on the Registration Statement of all Registrable Securities held by a Rights Holder from whom which the Company has received a written request been requested to so register. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for inclusion therein at least ten (10) days prior to resale the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registeredon Form S-3, the intended method of disposition thereof and the jurisdictions in which case such registration is desired.shall be on another appropriate form in accordance herewith as the Purchasers may consent) and shall contain (except if otherwise directed by the Purchasers) the “Plan of Distribution” substantially in the form attached hereto as Exhibit C. (b) The Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective by the Commission as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the fifth anniversary of the Effective Date or such Demand earlier date when all Registrable Securities covered by such Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested Statement have been sold publicly or may be sold pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety Rule 144 (90) days“Effectiveness Period”). (c) If Rights Holders of a majority of The Company shall notify each Purchaser in writing promptly (and in any event within one Trading Day) after receiving notification from the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, Commission that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgmentRegistration Statement has been declared effective. (d) As promptly as possible, and in any event no later than the Post-Effective Amendment Filing Deadline, the Company shall prepare and file with the Commission a Post-Effective Amendment. The Company shall use its best efforts to cause the Post-Effective Amendment to be declared effective by the Commission as promptly as possible after the filing thereof, but in any event prior to the fifteenth Trading Day after the Post-Effective Amendment Filing Deadline. The Company shall notify each Purchaser in writing promptly (and in any event within one business day) after receiving notification from the Commission that the Post-Effective Amendment has been declared effective. (e) Upon the occurrence of any Event (as defined below) and on every monthly anniversary thereof until the applicable Event is cured, as partial relief for the damages suffered therefrom by the Purchasers (which remedy shall not be obligated to effect exclusive of any registration other remedies available under this Agreement, at law or in equity), the Company shall pay to each Purchaser an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the greater of (i) the aggregate purchase price paid by such Purchaser hereunder and (ii) the Market Value of the Shares then outstanding for the first month and 1.0% for each month such event exists or until there are no Registrable Securities issued and outstanding (whichever is earlier), prorated for any partial month. The payments to which a Purchaser shall be entitled pursuant to this Section 10.2 except in accordance 6.1(e) are referred to herein as “Event Payments”. Any Event Payment may, with the prior written consent of the Purchaser receiving such Event Payment, be paid by the Company in Common Stock in lieu of cash (in such number of shares as is equal to the nearest whole number obtained by dividing the dollar value of the Event Payment to be made by the Closing Price on the day such Event Payment is made). Any Event Payments payable pursuant to the terms hereof shall apply on a pro-rata basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. For such purposes, each of the following provisionsshall constitute an “Event”: (i) The Company shall the Registration Statement is not be obligated filed on or prior to use its reasonable best efforts the Filing Date or is not declared effective on or prior to file and cause to become effective more than one registration statement with respect to Registrable Securities held the Required Effectiveness Date unless such occurrence is caused by the Rights Holders initiated pursuant breach of Purchasers’ obligation to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at cooperate with the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request.Company; (ii) The a Post-Effective Amendment is not filed on or prior to the Post-Effective Amendment Filing Deadline or is not declared effective on or prior to the fifteenth Trading Day after the Post-Effective Amendment Filing Deadline; (iii) after the Effective Date, the Registration Statement (or a subsequent Registration Statement filed in replacement thereof) ceases to be effective or is suspended for five or more Trading Days (whether or not consecutive) during the Effectiveness Period (for any reason other than the requirement of the Company may delay to file a Post-Effective Amendment and for such Post-Effective Amendment to be declared effective), except as otherwise permitted by this Agreement; (iv) after the filing Effective Date, any Registrable Securities covered by such Registration Statement are not listed on an Eligible Market; (v) the Common Stock is not listed or effectiveness of any registration statement quoted, or is suspended from trading, on an Eligible Market for a period of up to ninety three Trading Days (90) days after the date of a request for registration which need not be consecutive Trading Days), other than pursuant to this Section 10.2 6.1(f); (vi) the Company fails for any reason (other than any Purchaser's actions or omissions to act) to deliver a certificate evidencing any Securities to a Purchaser within three Trading Days after delivery of such certificate is required pursuant to any Transaction Document or the exercise rights of the Purchasers pursuant to the Transaction Documents are otherwise suspended for any reason; or (vii) the Company fails to have available a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Underlying Shares upon any exercise of the Warrants or, at any time following the Effective Date, any Shares or Underlying Shares are not listed on an Eligible Market. (f) Following the Effective Date, if (xi) at there is material non-public information regarding the time Company which the Company's Board of such request Directors (the “Board”) determines, in its good faith judgment in reliance on the advice of counsel, not to be in the Company’s best interest to disclose and which the Company is engagednot otherwise required to disclose, or has formal plans (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of significant assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) Company that would require disclosure under the Exchange Act and with respect to which the Board has determined in its good faith judgment in reliance on the advice of Directors of counsel that compliance with this Agreement may reasonably be expected to either materially interfere with the Company’s ability to consummate such transaction in a timely fashion or require the Company determines in good faith that (A) it is in possession of to disclose material, non-public information concerning an acquisitionprior to such time as it would be required to be disclosed, mergerthen the Company may by notice in writing to each holder of Registrable Securities to which a Prospectus relates, recapitalizationrequire such holder to suspend, consolidationfor up to 30 days (the “Suspension Period”), reorganization the use of any Prospectus included in a Registration Statement filed with the Commission pursuant to this Agreement; provided that the Company may not postpone, delay or other material transaction by or suspend its obligation under this Section 6.1(f) more than 2 times in any twelve-month period and in no event for more than 45 days in any twelve-month period. (g) The Company shall not, prior to the Effective Date of the Company or concerning pending or threatened litigation Registration Statement, prepare and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm file with the Company, or (z) the Company shall furnish to the Rights Holders Commission a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement relating to be filed and it is therefore essential to defer an offering for its own account or the filing account of such registration statementothers under the Securities Act of any of its equity securities.

Demand Registration. Upon the written request (aa “Notice”) On any date after March 15, 2001by Holders collectively owning at least 10% the then-outstanding Registrable Securities, the holders of at least fifty percent (50%) of Partnership shall file with the Registrable Securities then outstanding (the "Initiating Rights Holders") may request Commission, as soon as reasonably practicable, but in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon no event more than 90 days following the receipt of the Demand Notice, a registration statement (each a “Registration request, Statement”) under the Company promptly shall take such steps as are necessary or appropriate to prepare Securities Act providing for the registration resale of such Registrable Securities, as the case may be, (which may, at the option of the Registrable Securities to Holders giving such Notice, be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective under the Securities Act that provides for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering resale of such Registrable Securities pursuant to such Demand Registration Rule 415 from time to time by the Holders). There shall be in no limit on the form number of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to Statements that may be registered required by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided2.01. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, howeverand requested by, that the Holders of any registration proceeding begun and all such Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 10.2 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is subsequently withdrawn at available for the request resale of all such Registrable Securities by the Holders until all such Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Rights Holders Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be so counted if such withdrawal is based upon material adverse information relating stated therein or necessary to make the Company or its condition, business, or prospects which is different from that generally known to statements therein not misleading (in the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness case of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of prospectus contained in such request the Company is engagedRegistration Statement, or has formal plans to engage within sixty (60) days in light of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it circumstances under which a statement is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementmade).

Demand Registration. (a) On Following the Lock-up Release Date, if at any date after March 15time the Shelf Registration Statement pursuant to Section 6.01 is not available for the resale of the Registrable Securities, 2001including if for any reason the Company is ineligible to maintain or use a Shelf Registration Statement, the holders Company shall use reasonable best efforts to (as promptly as reasonably practicable and, in any event, within (i) 45 days in the case of at least fifty percent a Registration Statement on Form S-3 or (50%ii) 60 days in the case of a Registration Statement on Form S-1) following the written request of Sponsor Stockholder for Registration under the Securities Act of all or part of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the Act (a "“Demand Registration"Request”). The , file a Registration Statement with the SEC (a “Demand Registration request shall specify the amount Statement”) with respect to resales of the Registrable Securities proposed pursuant to be sold, the Sponsor Stockholder’s intended method of disposition thereof distribution thereof, and shall, subject to the jurisdictions in which registration is desired. Upon the receipt terms of the this Article VI, use its reasonable best efforts to cause such Demand Registration requestStatement to be declared effective under the Securities Act (promptly and, in any event, no later than 60 days after such filing) and, if required, to qualify under the “blue sky” laws of such jurisdictions as Sponsor Stockholder or any underwriter reasonably requests; provided that such Demand Registration Statement shall be filed on (A) Form S-3, if the Company promptly shall take such steps as are necessary is then S-3 Eligible, or (B) any other appropriate to prepare form under the Securities Act for the registration type of offering contemplated by Sponsor Stockholder, if the Company is not then S-3 Eligible. Each Demand Request shall specify the Registrable Securities to be registeredRegistered, their aggregate amount, and the intended method or methods of distribution thereof. Within fifteen (15) days after Sponsor Stockholder agrees to provide the receipt Company with such information in connection with a Demand Request as may be reasonably requested by the Company to ensure that the Demand Registration Statement complies with the requirements of such requestthe Securities Act. Notwithstanding anything in this Agreement to the contrary, the Company shall give written notice thereof only be obligated to all other Rights Holders use reasonable best efforts to file and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior cause up to the filing of the registration statement. Each such request will also specify the number of Registrable Securities three Demand Registration Statements to be registered, declared effective under the intended method of disposition thereof and the jurisdictions in which registration is desiredSecurities Act within any 365-day period pursuant to this Section 6.02. (b) The Company shall use its reasonable best efforts be deemed to cause any such have effected a Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under for purposes of this Section 10.2. A registration requested pursuant to this 6.02, Section 10.2 shall not count as 6.03(a) and Section 6.04(a) if the one Demand Registration to which Statement becomes effective by the Rights Holders are entitled to thereunder unless such registration statement is declared effective SEC and remains effective until the earlier of (i) 90 days after the effective date or (ii) such time as all Registrable Securities covered by such Registration Statement have been sold or withdrawn in accordance with this Section 6.02, or if such Registration Statement relates to an Underwritten Offering (as defined below), such longer period as, in the opinion of outside legal counsel for at least ninety the underwriter or underwriters, a Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer (90the applicable period, the “Demand Period” ); provided that (i) days. (c) If Rights Holders of a majority if, during the Demand Period, such Registration or the successful completion of the Registrable Securities proposed relevant sale is prevented by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, or a Blackout Period or the need to update or supplement the Registration Statement, the Demand Period shall be registered extended on a day-for-day basis by the Initiating Rights Holders so electnumber of days such Registration or successful completion is prevented and (ii) no Demand Registration shall be deemed to have been effective for purposes of Section 6.03(a) and Section 6.04(a) if the conditions to closing specified in the underwriting agreement, the offering of such Registrable Securities if any, entered into in connection with any Underwritten Offering pursuant to such Demand Registration shall be in the form are not satisfied other than by reason of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offeringwrongful act, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company misrepresentation or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time breach of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction applicable underwriting agreement by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementSponsor Stockholder.

Demand Registration. At any time after the expiration of any applicable lock-up period agreed to by any Holder with the Managing Underwriter in connection with the IPO (aor if such lock-up period is waived by such Managing Underwriter, from and after such earlier date), upon the written request (a “Notice”) On any date after March 15by a Holder or Holders collectively owning at least 250,000 of the then outstanding Registrable Securities, 2001subject to adjustment pursuant to Section 3.04, the holders of at least fifty percent (50%) of Partnership shall file with the Registrable Securities then outstanding (the "Initiating Rights Holders") may request Commission, as soon as reasonably practicable, but in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon no event more than 60 days following the receipt of the Demand Notice, a registration statement under the Securities Act (each, a “Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare Statement”) providing for the registration resale of the Registrable Securities Securities. Each Registration Statement shall be on (i) Form S-3 providing for an offering to be registeredmade on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale of securities from time to time (a “Shelf Registration Statement”), or (ii) if the Partnership is not then eligible to file on Form X-0, Xxxx X-0 or another form pursuant to any other rule or regulation promulgated under the Securities Act, or any successor rule that may be adopted by the Commission. Within fifteen (15) days The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the receipt initial filing of such request, the Company Registration Statement. Any Registration Statement shall give written notice thereof provide for the resale pursuant to all other Rights any method or combination of methods legally available and requested by the Holders of any and include in such registration all Registrable Securities held covered by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statementsuch Registration Statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company Partnership shall use its commercially reasonable best efforts to cause any such Demand each Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested Statement filed pursuant to this Section 10.2 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration contain an untrue statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed material fact or omit to state a material fact required to be registered stated therein or necessary to make the statements therein not misleading. There shall be no limit on the number of Registration Statements that may be required by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgmenthereunder. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On any date after March 15The Company shall, 2001for the benefit of the Holders, in the holders of at least fifty percent (50%) event that the Company is unable to register all of the Registrable Securities then outstanding (in the "Initiating Rights Holders") may request in writing registration under Automatic Registration Statement, on one occasion, upon the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held demand by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the then Registrable Securities proposed to be registered Securities, commencing six months after the Automatic Registration Statement is declared effective by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisionsSEC: (i) The Company shall not be obligated Following a demand (a "Demand") by the Holders of a majority of the then Registrable Securities to register all or a portion of the Registrable Securities, use its commercially reasonable best efforts to file with the SEC a Demand Registration Statement relating to the offer and cause to become effective more than one registration statement with respect to sale of such Registrable Securities held by the Rights Holders initiated pursuant (but are not subject to this Section 10.2an existing Registration Statement which is current and available for use by the Holders) from time to time; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at if the request SEC shall comment or inquire about the Company's use of the Rights Holders shall not be so counted if Demand Registration Statement to register all of the Registrable Securities, the Company may exclude such withdrawal is based upon material adverse information relating Registrable Securities in accordance with Section 2.7 as it deems necessary or appropriate to respond to the Company SEC's comment or its condition, business, or prospects which is different from that generally known inquiry in order to permit the Rights Holders at SEC to declare the time Demand Registration Statement effective for a lesser number of their requestRegistrable Securities. (ii) The Company may delay Use its commercially reasonable efforts to keep the filing or effectiveness of any registration statement Demand Registration Statement continuously effective, other than during Black-out Periods, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of up to ninety (90) 365 days after from the date that the Demand Registration Statement is declared effective by the SEC. (iii) Notwithstanding any other provisions hereof, use commercially reasonable efforts to ensure that (i) any Demand Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act, (ii) any Demand Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a request for registration pursuant material fact or omit to this Section 10.2 if state a material fact required to be stated therein or necessary to make the statements therein not misleading and (xiii) at any Prospectus forming part of any Demand Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the time statements, in light of such request the Company circumstances under which they were made, not misleading. (b) If a Demand Registration Statement is engaged, or has formal plans to engage not filed with the SEC within sixty forty-five (6045) days of the time request of the Purchasers, provided that, if the Company is required to include audited financial statements in such registration statement which have not previously been filed (and were not previously required to have been filed) with the SEC prior to the expiration of such requestforty-five (45) day period, such period shall be extended to the 30th day following the date on which the Company is required to file (subject to any applicable extensions under Rule 12b-25 under the 1934 Act (or any similar provision then in force)) an annual report on Form 10-KSB (or Form 10-K) including such financial statements, subject to Black-out Periods, the Company will make pro rata payments to each of the Purchasers, as liquidated damages and not as a penalty, in an underwritten public offering amount equal to 1.00% of Shares, the product of (x) $0.10 multiplied by (y) the Board number of Directors Shares of such Purchaser as to which the Demand relates for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities; provided, however, that the amount of liquidated damages payable under this Section 2.1(b) payable to each Purchaser shall not exceed the aggregate amount paid by such Purchaser for such Registrable Securities less any other amount the Company determines otherwise actually pays to such Purchaser plus an amount equal to Purchaser's reasonable attorney fees and costs of collection in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure respect of such information would jeopardize any liquidated damages as a remedy for such transaction or litigation or otherwise materially harm the Company, or (z) the Company event. Such payments shall furnish be in partial compensation to the Rights Holders a certificate signed by Purchasers, and shall not constitute the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors Purchasers' exclusive remedy for such registration statement events. Such payments shall be made to be filed and it is therefore essential to defer the filing of such registration statementeach Purchaser in cash.

Demand Registration. (a) On If at any date after March 15time the Company shall receive a written request (a “Demand Notice”) from the Majority Holders that the Company effect the registration under the Securities Act of all or any portion of the Registrable Securities specified in the Demand Notice (a “Demand Registration”), 2001specifying the information set forth under Section 2.4(j), then the Company shall use its commercially reasonable efforts to effect, as expeditiously as reasonably practicable, subject to paragraphs (c) and (d) of this Section 2.1, the holders registration under the Securities Act of at least fifty percent the Registrable Securities for which the Majority Holders have requested registration under this Section 2.1, all to the extent necessary to permit the disposition (50%in accordance with the intended methods thereof as aforesaid) of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities so to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) At any time prior to the effective date of the registration statement relating to such registration, the Majority Holders may revoke such Demand Registration request by providing a notice to the Company revoking such request. The Company shall use its reasonable best efforts to cause be liable for and pay all Registration Expenses in connection with any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) daysRegistration. (c) If Rights Holders of a majority Demand Registration is an underwritten primary registration on behalf of the Registrable Securities proposed Company, and the managing underwriters advise the Company in writing that in their opinion the number of shares of Common Stock requested to be registered by included in such registration exceeds the Initiating Rights Holders so electnumber which can be sold in such offering without adversely affecting the marketability of the offering, the offering Company will include in such registration (i) first, the number of shares of Common Stock the Company proposes to sell in such Registrable Securities pursuant to such Demand Registration shall be in registration; and (ii) second, the form of a firm commitment underwritten offering. If any Demand Registration number of Registrable Securities requested to be included in such registration pursuant to this Section 2, pro rata among the respective holders of such Common Stock or Registrable Securities on the basis of the number of shares requested to be included in such registration. If a Demand Registration is in the form of an underwritten secondary registration on behalf of holders of Common Stock who have the contractual right to initiate such a registration, and the managing underwriters advise the Company in writing that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the Company or the marketability of the offering, the Rights Holders holding a majority Company will include in such registration (A) first, the number of Registrable Securities requested to be included in such registration pursuant to this Section 2, pro rata among the respective holders thereof on the basis of the Registrable Securities proposed number of shares requested to be registered by included in such registration; and (B) second, the Initiating Rights Holders shall select and obtain an investment banking firm number of national reputation to act as the managing underwriter shares of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to Common Stock the Company proposes to sell in its reasonable judgmentsuch registration. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating Upon notice to the Company or its conditionMajority Holders, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for postpone effecting a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 2.1 for a reasonable time specified in the notice but not exceeding 120 days in the aggregate (which period may not be extended or renewed), if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (yi) the Board of Directors of the Company determines shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (Aii) it the Company is in possession of material, material non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of which during the period specified in such information notice the Board believes in good faith would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, not be in the good faith judgment of the Board of Directors best interests of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On At any date after March 15time following the exercise of the Warrant and prior to the Registration of all of the Warrant Shares, 2001and subject to the other provisions of this Agreement, Capital Research shall have the right, exercisable by making a written request (the "REGISTRATION REQUEST") to the Company, to demand that the Company effect the Registration of any Registrable Securities in accordance with the provisions of the Act. Upon receipt of the Registration Request, the holders of at least fifty percent (50%) Company shall be obligated to register each of the Registrable Securities then outstanding beneficially owned by Capital Research in the manner set forth in Section 2(b) hereof. Any provision herein to the contrary notwithstanding, the right to demand Registration pursuant to this Section 2 shall be limited to one (the "Initiating Rights Holders"1) may request in writing registration under the Act (a "Demand Registration")Registration demand. The Demand A right to demand Registration request hereunder shall specify the amount be deemed to have been exercised and all of the Registrable Securities proposed Company's demand Registration obligations hereunder shall be deemed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for fully satisfied when the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt statement filed on account of such request, exercise has been declared effective by the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desiredCommission. (b) The Following receipt of the Registration Request pursuant to Section 2(a) hereof, the Company shall (i) file within ninety (90) days thereafter a registration statement on the appropriate form under the Act for the shares of Common Stock that the Company has been requested to Register; (ii) if the applicable Offering is pursuant to an underwriting agreement, enter into an underwriting agreement in such form as said managing or sole underwriter shall require (which must only contain terms and conditions customary for offerings of equity securities of entities with market capitalizations that are approximately equal to the Company's then current market capitalization and may contain customary provisions requiring the Company and Capital Research to indemnify and provide contribution to the underwriter or underwriters of such Offering); and (iii) use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless have such registration statement is declared effective as promptly as practicable and remains to remain effective for at least ninety One Hundred and Twenty (90120) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to . Notwithstanding any other provision hereof, Capital Research acknowledges and agrees that there can be registered no guarantee or warranty from or by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to will ever be filed declared effective by the Commission, and it is therefore essential to defer that the filing of Company makes no such registration statementguarantee or warranty in this Agreement or otherwise.

Demand Registration. (a) On any Upon written notice (a “Demand Notice”) on one occasion by Holders owning a majority of the then outstanding Registrable Securities on or after the date that is 120 days after March 15, 2001the date of this Agreement, the holders Company shall file a registration statement covering the sale or distribution by the Holders, on a delayed or continuous basis pursuant to Rule 415 of at least fifty percent (50%) the Securities Act, including without limitation, by way of underwritten offering, block sale or other distribution plan designated by the Holders of a majority of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount from time to time, of all of the Registrable Securities proposed requested to be soldregistered in the Demand Notice on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, the intended method of disposition thereof and the jurisdictions in which case such registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or be on another appropriate to prepare form and shall provide for the registration of the such Registrable Securities to be registered. Within fifteen for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (15the “Demand Shelf Registration”) within 30 days after the receipt date of the Demand Notice and shall use its reasonable best efforts to cause such request, Shelf Registration to be declared effective by the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to Commission as promptly as possible after the filing of thereof, but in any event within 90 days after the registration statement. Each date such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration Shelf Registration is desiredfiled. (b) Once declared effective, the Company shall, subject to Section 9(j), use its reasonable best efforts to cause the Demand Shelf Registration to be continuously effective until the earlier of (i) such time as there are no longer any Registrable Securities or (ii) such as all Registrable Securities can be resold without restriction as to volume in any and all three month periods under Rule 144 (the “Effectiveness Period”). (c) If any Shelf Registration ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its reasonable best efforts to promptly cause such Shelf Registration to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration), and in any event shall use its reasonable best efforts to, within 30 days of such cessation of effectiveness, amend such Shelf Registration in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration or (ii) at the option of the Company, file an additional registration statement (a “Subsequent Shelf Registration”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration is filed, the Company shall use its reasonable best efforts to (x) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after such filing, but in no event later than the date that is 90 days after such Subsequent Shelf Registration is filed and (y) keep such Subsequent Shelf Registration (or another Subsequent Shelf Registration) continuously effective until the end of the Effectiveness Period. Any such Subsequent Shelf Registration shall be a Registration Statement on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders. (d) The Company shall supplement and amend any Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration if required by the Securities Act or as reasonably requested by the Holders covered by such Shelf Registration. (e) If a person becomes a Holder of Registrable Securities after the Shelf Registration becomes effective under the Securities Act, the Company shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such person becoming a Holder and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration (a “Subsequent Holder Notice”), and in any event within 15 days after such date: (i) if required and permitted by applicable law, file with the Commission a supplement to the related prospectus or a post-effective amendment to the Shelf Registration and any necessary supplement or amendment to any document incorporated therein by reference and file any other required document with the Commission so that such Holder is named as a selling securityholder in a Shelf Registration and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable Securities in accordance with applicable law; provided, however, that if a post-effective amendment is required by the rules and regulations of the Commission in order to permit resales by such Holder, the Company shall not be required to file more than one post-effective amendment or a supplement to the related prospectus for such purpose in any 60-day period; (ii) if, pursuant to Section 5(e)(i), the Company shall have filed a post-effective amendment to the Shelf Registration, the Company shall use its reasonable best efforts to cause any such Demand Registration post-effective amendment to become effective not later than one hundred twenty (120) under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is 60 days after it receives a request under the date such post-effective amendment is required by this Section 10.2. A registration requested 5(e) to be filed; and (iii) the Company shall notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety clause (90i) daysabove. (cf) If Rights a Demand Notice delivered in accordance with Section 5(a) specifies that the sale of the Registrable Securities is intended to be conducted through an underwritten offering, the Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to included in such Demand Registration Notice shall be in have the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed right to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of or underwriters to administer the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2offering; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders such managing underwriter or underwriters shall not be so counted if such withdrawal is based upon material adverse information relating reasonably acceptable to the Company. The Holders of Registrable Securities included in such Demand Notice and the Company shall enter into an underwriting agreement in such customary form as shall have been negotiated and agreed to by the Company with the underwriter or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestunderwriters selected for such underwriting. (iig) The Company may delay Notwithstanding any other provision of this Section 5, if the filing managing underwriter or effectiveness of any registration statement for a period of up to ninety (90) days after the date underwriters of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days proposed underwritten offering of the time of such request, in an underwritten public offering of Shares, (y) Registrable Securities advise the Board of Directors of the Company determines that in good faith its or their opinion the number of Registrable Securities requested to be included in such Shelf Registration and all other securities proposed to be sold in the offering contemplated thereby exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten Shelf Registration shall be allocated, (i) first, up to the total number of securities the Holders have requested to be included in such Shelf Registration (pro rata based upon the number of securities that each of them shall have requested to be included in such offering), (Aii) it is second, and only if all the Registrable Securities referred to in possession clause (i) have been included, up to the total number of materialsecurities that the holders of piggyback registration rights have requested to be included in such Shelf Registration (pro rata based upon the number of securities that each of them shall have requested to be included in such Shelf Registration) and (iii) third, non-public information concerning an acquisitionand only if all the securities referred to in clause (ii) have been included, merger, recapitalization, consolidation, reorganization or other material transaction by or the number of securities that the Company or concerning pending or threatened litigation and (B) disclosure of other holders have proposed to include in such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating Shelf Registration that, in the good faith judgment opinion of the Board managing underwriter or underwriters can be sold without having such adverse effect. To facilitate the allocation of Directors shares in accordance with the above provisions, the Company or the managing underwriters may round the number of shares allocated to any Holder or other holder to the nearest 100 shares. If any Holder disapproves of the Companyterms of any such underwriting, it would otherwise be seriously detrimental such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (h) In the event any Holder requests to participate in a Shelf Registration pursuant to this Section 5 in connection with a distribution of Registrable Securities to its investors partners or members, the Shelf Registration shall in the event such distribution and subsequent resale is permitted by applicable law provide for resale by such partners or members, if requested by such Holder. (i) The Investors shall have the right to have any registration statement initiated by them under Section 5(a) terminated or withdrawn prior to the effectiveness thereof; provided, however, that the Investors shall pay all Selling Expenses incurred by them in connection therewith and, unless such termination or withdrawal was effected by the Investors primarily as a result of the Company taking, or failing to take, any action that would be reasonably expected to cause the Investors to effect such termination or withdrawal under this Section 5(i), shall promptly reimburse to the Company any Registration Expenses incurred by the Company in connection therewith. If the Investors cause a registration to be filed and it is therefore essential terminated or withdrawn in accordance with this Section 5(i), they shall again be entitled to defer the filing of such registration statementexercise their demand rights pursuant to Section 5(a).

Demand Registration. (a) On any date after March 15, 2001, the holders of at least fifty percent (50%) of the Registrable Securities then outstanding Each Important Shareholder (the "Initiating Rights Holders"“Requesting Holder”) may request in writing registration (a “Demand Registration”) under the Securities Act (a "Demand Registration")of all or part of its Registrable Securities. The Demand Registration Each request shall must specify the amount number of the Registrable Securities proposed to be sold, for which registration is requested and the intended method or methods of disposition thereof and the jurisdictions in which registration is desireddistribution thereof. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten promptly (but no later than (10) days prior following receipt thereof) deliver notice of such request to all other Holders, who shall then have fifteen (15) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration (the Requesting Holder and any Holder that delivers such writing to the filing Company, the “Selling Holders”). The Company shall use its reasonable best efforts, after receipt of such written requests, to file with the SEC at the earliest practicable date, but in any event not later than (i) sixty (60) days after the receipt of such notice or (ii) if, as of such sixtieth (60th) day, the Company does not have audited financial statements required to be included in the registration statement. Each , thirty (30) days after receipt by the Company from its independent public accountants of such request will also specify audited financial statements, and use its reasonable best efforts to cause to be declared effective as promptly as practicable, a registration statement (a “Demand Registration Statement”) relating to all of the number of Registrable Securities that the Company has been so requested to be registeredregister for sale, to the extent required to permit the disposition (in accordance with the intended method or methods of disposition thereof and distribution thereof) of the jurisdictions in which registration Registrable Securities so registered; provided that the Company shall not be required to file a Demand Registration Statement unless the aggregate offering value of the Registrable Securities requested to be registered by the Selling Holders is desiredat least $10,000,000. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be include in the form of a firm commitment underwritten offering. If any Demand Registration of any securities which are not Registrable Securities is in without the form prior written consent of an underwritten offering, the Rights Selling Holders holding a majority of the Registrable Securities proposed to be registered by included in the Initiating Rights Holders shall select offering. If the Demand Registration relates to an underwritten public offering and obtain an investment banking firm of national reputation to act as the managing underwriter of such proposed public offering advises the Company and the Selling Holders in writing that, in its reasonable and good faith opinion, the number of Registrable Securities requested to be included in the Demand Registration (including securities to be sold by the Company or any other security holder) exceeds the largest number of securities which reasonably can be sold in such offering without having a material adverse effect on such offering, including the price at which such securities can be sold (the “Maximum Offering Size” ), then the Company shall include in such Demand Registration, up to the Maximum Offering Size, first, the Registrable Securities the Selling Holders propose to register, and second, any securities the Company proposes to register and any securities with respect to which any other security holder has requested registration. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Selling Holders thereof on the basis of Registrable Securities sought to be registered by each Selling Holder. The Company shall not hereafter enter into any agreement which is inconsistent with the rights of priority provided in this Section 2.1(b). (c) Each Important Shareholder shall be entitled to an aggregate of three (3) Demand Registrations pursuant to this Section 2.1; provided that a Demand Registration requested pursuant to this Section 2.1 shall not be deemed to have been effected for purposes of this Section 2.1(c) unless (i) it has been declared effective by the SEC and all of the Registrable Securities of the Selling Holders included in such Demand Registration Statement have actually been sold thereunder, (ii) it has remained effective for the period set forth in Section 2.5(a) and (iii) the offering (of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the "Approved Underwriter")SEC; providedprovided that if a Requesting Holder revokes a Demand Registration pursuant to Section 2.4 hereof, that such Demand Registration shall not count as one of the Approved Underwriter shallpermitted Demand Registration requests; and provided further that, in any case, the event the Requesting Holder revokes a Demand Registration request (which revocation may only be acceptable made prior to the Company requesting acceleration of effectiveness of the registration statement) for a reason other than as stated in its reasonable judgmentSection 2.4 hereof, then such Demand Registration shall count as having been effected unless the Requesting Holder pays all Registration Expenses in connection with such revoked Demand Registration within twenty-one (21) days of written request therefor by the Company. (d) The If after any Demand Registration Statement requested pursuant to this Section 2.1 becomes effective, such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court solely due to the actions or omissions to act of the Company, such Demand Registration Statement shall be at the sole expense of the Company and shall not be included as one of the Demand Registrations which may be requested pursuant to this Section 2.1. (e) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated required to effect any registration under this Section 10.2 except in accordance with the following provisions: prepare and file (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that two (2) Demand Registration Statements in any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, businesstwelve (12) month period, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay any Demand Registration Statement within one hundred and twenty (120) days following the filing or date of effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementRegistration Statement.

Demand Registration. (ai) On At any date after March 15time, 2001Eclipse Holdings shall have, to the extent it holds Registrable Securities, the holders option and right, exercisable by delivering a written notice to the Company (a “Holdings Demand Notice”), to require the Company, pursuant to the terms of at least fifty percent (50%) and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of the Registrable Securities then outstanding (whether by Eclipse Holdings directly or indirectly by Limited Partners) on the "Initiating Rights Holders") terms and conditions specified in the Holdings Demand Notice, which may request in writing registration under the Act include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a "“Holdings Demand Registration"”). The Holdings Demand Notice must set forth the number and type of Registrable Securities that Eclipse Holdings anticipates will be included in such Holdings Demand Registration request and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall specify deliver a written notice to each Limited Partner that (i) specifies the amount of the Registrable Securities proposed that Eclipse Holdings estimates distributing to be soldsuch Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the intended method right to include all (but not less than all) of disposition thereof and such Registrable Securities in the jurisdictions in which registration is desiredHoldings Demand Registration. Upon the receipt of the Demand Registration request, the The Company promptly shall take such steps as are necessary or appropriate use commercially reasonable efforts to prepare for the registration of the include any Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include received by a Limited Partner upon a Resale Distribution in such registration all Registrable Securities held by a Rights Holder from whom Holdings Demand Registration if the Company has received a written request for inclusion therein at least from such Limited Partner within three (3) Business Days after Eclipse Holdings sends the Holdings Demand Notice. (ii) At any time, any Holder (other than Eclipse Holdings, which shall exercise its demand registration rights pursuant to Section 2(a)(i)) shall have the option and right, exercisable by delivering a written notice to the Company (a “Holder Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities on the terms and conditions specified in the Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a “Holder Demand Registration”). The Holder Demand Notice must set forth the number and type of Registrable Securities that the Initiating Holder anticipates will be included in such Holder Demand Registration and the intended methods of disposition thereof. (iii) Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration for Registrable Securities having an aggregate value of less than $30 million based on the VWAP of such Registrable Securities as of the date of the Demand Notice (the “Minimum Amount”). (iv) Within five (5) Business Days of the receipt of the Demand Notice, the Company shall give written notice of such Demand Notice to all Holders (other than the Initiating Holder) and, within thirty (30) days thereof (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case, within ninety (90) days thereof), shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice, which Registration Statement shall cover, in addition to the Registrable Securities set forth in the Demand Notice, all of the Registrable Securities that such Holders shall in writing request to be included in the Demand Registration (provided such request is given to the Company within ten (10) days prior of receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(iv) and includes such information regarding the requesting Holder as is required to be disclosed in connection with such Demand Registration pursuant to Regulation S-K promulgated under the Securities Act). If, following the receipt of written notice from the Company of a Demand Notice, Eclipse Holdings elects to undertake a Resale Distribution to permit its Limited Partners to participate in such Demand Registration, Eclipse Holdings shall promptly send written notice to the filing of Limited Partners participating in the registration statement. Each such request will also specify Resale Distribution that specifies the number amount of Registrable Securities that Eclipse Holdings anticipates distributing to be registeredsuch Limited Partner in the Resale Distribution, the intended method of disposition thereof and the jurisdictions Limited Partners may include such Registrable Securities in which registration the Demand Registration if written notice is desired. (b) provided by the Limited Partners to the Company within the time period, and with the required information, set forth in the previous sentence. The Company shall use its commercially reasonable best efforts to cause any such Demand Registration Statement to become and remain effective not later than under the Securities Act until the earlier of (A) one hundred twenty eighty (120180) days (or two (2) years if a Shelf Registration Statement is requested) after it receives the Effective Date or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold or cease to be Registrable Securities (the “Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Selling Stockholders refrain from selling any securities included in such Registration Statement at the request under this Section 10.2. A registration requested of an underwriter of the Company or the Company pursuant to this Section 10.2 shall Agreement. (v) Subject to the other limitations contained in this Agreement, the Company is not count as the one obligated hereunder to effect: (A) a Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least within ninety (90) days. days of the closing of any Underwritten Offering, or (cB) If Rights Holders of a majority subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities proposed covered by such Demand Notice shall already have become effective under the Securities Act and remains effective under the Securities Act and is sufficient to permit offers and sales of such Registrable Securities on the terms and conditions specified in such Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in such Demand Notice. (vi) Subject to Section 2(a)(i), a Selling Stockholder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon delivery of a notice by a Selling Stockholder to the effect that the Selling Stockholder is withdrawing Registrable Securities such that the remaining Registrable Securities are below the Minimum Amount, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. (vii) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the Commission (x) as shall be selected by the Company and (y) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Initiating Holder’s request for such registration; provided, however, that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Selling Stockholder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be registered prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Selling Stockholders shall reasonably request; provided, however, that no such registration or qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or would be required to qualify to do business or register as a broker or dealer, and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Initiating Rights Holders so electSelling Stockholders to enable the Selling Stockholders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (ix) In the event a Selling Stockholder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Selling Stockholder, the offering of Company shall amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Demand Registration Statement; provided that in no event shall the Company be in the form of required to file a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable post-effective amendment to the Company in its reasonable judgment. Registration Statement unless (dA) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to such Registration Statement includes only Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; providedSelling Stockholder, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request Affiliates of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company Selling Stockholder or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days transferees of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization Selling Stockholder or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to has received written consent therefor from whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Rights Holders a certificate signed by the Chief Executive Officer or President Selling Stockholder, Affiliates of the Company stating that, in the good faith judgment Selling Stockholder or transferees of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementSelling Stockholder.

Demand Registration. (a) On At any date time and from time to time on or following the Plan Effective Date, any Holder or group of Holders may request in writing (“Demand Registration Request”) that the Company effect the registration of all or part of such Holder’s or Holders’ Registrable Securities with the Commission under and in accordance with the provisions of the Securities Act. The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered, and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective, as promptly as practicable after March 15receipt of such request, 2001, provided that (i) the holders number of Registrable Securities requested to be registered on such Registration Statement is at least fifty fifteen percent (5015%) of the Initial Registrable Securities then outstanding Number, or (ii) the "Initiating Rights Holders"Registrable Securities requested to be sold by the Holders pursuant to such Registration Statement shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of at least $100 million; provided, however, that the Company will not be required to file a Registration Statement pursuant to this Section 3 if: (A) the Registrable Securities requested to be registered are already covered by an existing and effective Registration Statement and such Registration Statement may request in writing registration under be utilized for the Act (a "Demand Registration"). The Demand Registration request shall specify the amount offering and sale of the Registrable Securities proposed requested to be soldregistered; (B) a Registration Statement shall have previously been initially declared effective by the Commission within the ninety (90) days preceding the date such Demand Registration Request is made; or (C) the number of Demand Registration Requests previously made pursuant to this Section 3(a) shall be three or more; provided that a Demand Registration Request shall not be considered made for purposes of this clause (C) unless the requested Registration Statement has been declared effective by the Commission for at least 75% of the 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 method means of disposition thereof and distribution. If at the jurisdictions in which registration is desired. Upon the receipt of time the Demand Registration requestRequest is made the Company shall be eligible to use Form S-3 or another appropriate form, the Company promptly shall take Holder or Holders making such steps as are necessary or appropriate to prepare for request may specify that the registration be in the form of a Shelf Registration Statement. (c) The Company may satisfy its obligations under Section 3(a) hereof by amending (to the extent 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 methods of disposition specified as aforesaid) of all of the Registrable Securities for which a demand for registration has been properly made under Section 3(b) hereof. If the Company so amends a previously filed registration statement, it will be deemed to have effected a registration for purposes of Section 3(a) hereof; provided that the date such registration statement is amended pursuant to this Section 3(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 registered. maintained effective in accordance with Section 3(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 4(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 receipt Company’s giving of such requestnotice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered in the manner so requested. (e) The Company shall give written notice thereof will use its commercially reasonable efforts to all keep a Registration Statement that has become effective as contemplated by this Section 3 continuously effective, and not subject to any stop order, injunction or other Rights Holders and include similar order or requirement of the Commission: (A) in such registration the case of a Registration Statement other than a Shelf Registration Statement, until all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior registered thereunder have been sold pursuant to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registeredRegistration Statement, the intended method of disposition thereof and the jurisdictions but in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not no event later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days.days from the Effective Date of such Registration Statement; and (cB) If Rights Holders in the case of a majority Shelf Registration Statement, the earlier of (x) three (3) years following the Effective Date of the Registrable Securities proposed Shelf Registration Statement; and (y) the date that all the remaining securities covered by such Shelf Registration Statement shall cease to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2Securities; provided, however, that in the event of any stop order, injunction or other similar order or requirement of the Commission relating to any Registration Statement, the period during which the 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. (f) The Holder or Holders 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 proceeding begun 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. or (ii) the requested registration that has been revoked will be deemed to have been effected for purposes of Section 3(a)(C). (g) If a Registration Statement filed pursuant to this Section 10.2 that 3 is subsequently withdrawn at a Shelf Registration Statement, then upon the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating one or more Holders, and subject to Section 4(e) hereof, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering, in the manner described in this Agreement, provided that either (i) the number of Registrable Securities included in such “takedown” shall equal at least fifteen percent (15%) of the Initial Registrable Securities Number or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up Registrable Securities requested to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed be sold by the Chief Executive Officer or President Holders in such “takedown” shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementat least $100 million.

Demand Registration. (a) On At any time and from time to time after the effective date after March 15, 2001hereof but prior to the fifth anniversary of the effective date hereof, the holders of Underwriter Warrants shall have the right to make written request of the Company on one occasion to register under the Act at least fifty percent (50%) of the Registrable Securities then outstanding (Underlying Stock which would be issuable upon exercise of the Underwriter Warrants pursuant to the terms and conditions hereof. The Underlying Stock specified in such request or a request pursuant to Section 3(d) hereof is referred to herein as the "Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the Subject Stock." Promptly upon receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such file with the Commission a Registration Statement on the applicable form for the registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof Subject Stock and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration Statement to become effective not later than one hundred twenty (120including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with the Act and the Rules and Regulations promulgated thereunder) days after it receives a request under this Section 10.2. A registration requested pursuant as soon as practicable to this Section 10.2 shall not count as permit or facilitate the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective sale and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority distribution of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offeringSubject Stock. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based Immediately upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date receipt of a request for registration pursuant to this Section 10.2 if (x) at the time of such request 3(c), the Company is engaged, or has formal plans to engage within sixty (60) days shall notify each of the time holders of Underwriter Warrants of such request. Notwithstanding the provisions of this Section 3(c), in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) if the Company shall furnish to the Rights Holders holders of Underwriter Warrants a certificate signed by the Chief Executive Officer or President of the Company stating that, that in the good faith judgment of the Board of Directors of the Company, Company it would otherwise be seriously detrimental to the Company and its investors stockholders for such registration statement a Registration Statement to be filed and it is therefore essential to defer the a filing of such Registration Statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request from the holders of Underwriter Warrants to effect such a registration; provided, however, that the Company may not utilize the right more than once in any twenty-four (24) month period; and, provided further, that the holders of Underwriter Warrants may, at any time in writing, withdraw such request for such registration statementand therefore preserve the right provided in this Section 3(c) for the holders of Underwriter Warrants to request such registration.

Demand Registration. (a) On Upon written notice provided at any time after the date after March 15, 2001, hereof from any Holder of Registrable Securities requesting that Nabisco effect the holders registration under the Securities Act of at least fifty percent (50%) any or all of the Registrable Securities then outstanding (held by such Holder, which notice shall specify the "Initiating Rights Holders") may request in writing intended method or methods of disposition of such Registrable Securities, Nabisco shall use its best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if Nabisco is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering); provided that: (i) with respect to any registration statement filed, or to be filed, pursuant to this Section 3.01, if Nabisco shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board of Directors of Nabisco (adopted by the affirmative vote of a majority of the directors not designated by the Holdings Entities) stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Nabisco's reasonable control of any required financial statements, or any other event or condition of similar significance to Nabisco) be significantly disadvantageous (a "Demand RegistrationDisadvantageous Condition") to Nabisco for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Nabisco shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Nabisco shall promptly deliver to such Holders). The Demand Registration request Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall specify the amount promptly discontinue use of the prospectus contained in such registration statement and, if so directed by Nabisco, each such Holder will deliver to Nabisco all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities proposed to be sold, current at the intended method time of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such requestnotice; provided, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to that the filing of any such registration statement may not be delayed for a period in excess of six months due to the registration statement. Each such request will also specify occurrence of any particular Disadvantageous Condition; (ii) after any Holdings Ownership Reduction, the Holders of Registrable Securities may collectively exercise their rights under this Section 3.01 on not more than three occasions (it being acknowledged that prior to any Holdings Ownership Reduction, there shall be no limit to the number of occasions on which such Holders (other than any Holdings Transferees and their Affiliates (other than Holdings Entities)) may exercise such rights); and (iii) the Holders of Registrable Securities shall not have the right to be registered, exercise registration rights pursuant to this Section 3.01 in any six-month period following the intended method registration and sale of disposition thereof and Registrable Securities effected pursuant to a prior exercise of the jurisdictions registration rights provided in which registration is desiredthis Section 3.01. (b) The Company shall use its reasonable best efforts Notwithstanding any other provision of this Agreement to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives the contrary, a request under this Section 10.2. A registration requested by a Holder of Registrable Securities pursuant to this Section 10.2 3.01 shall not count as the one Demand Registration be deemed to which the Rights Holders are entitled to thereunder have been effected (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement is declared effective and remains effective for at least ninety or (90iii) daysif the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities. (c) If Rights In the event that any registration pursuant to this Section 3.01 shall involve, in whole or in part, an underwritten offering, the Holders of a majority of the Registrable Securities proposed to be registered by shall have the Initiating Rights Holders so elect, right to designate an underwriter or underwriters as the offering lead or managing underwriters of such Registrable Securities underwritten offering and, in connection with each registration pursuant to this Section 3.01, such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed may select one counsel to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgmentrepresent all such Holders. (d) The Company Nabisco shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, Nabisco and any existing or former directors, officers or employees of the Nabisco Entities) in any registration of Registrable Securities requested by the Holders pursuant to paragraph (a) above; provided, that if such Holders are advised in writing (with a copy to Nabisco) by a nationally recognized investment banking firm selected by such Holders (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to have an adverse effect on the price, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) permitted. The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement Holders with respect to the Registrable Securities held to be offered may require that any such additional equity securities be included in the offering proposed by such Holders on the same conditions as the Registrable Securities that are included therein. If the number of Registrable Securities requested to be included in a registration statement by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at thereof exceeds the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating thatnumber which, in the good faith judgment view of such investment banking firm, can be sold, the number shall be allocated pro rata among the requesting Holders on the basis of the Board relative number of Directors Registrable Securities then held by each such Holder (provided that any number in excess of a Holder's request may be reallocated among the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementremaining requesting Holders in a like manner).

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (athe “Demand Notice”) On given to the Company, to request, at any date after March 15time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, 2001, that the holders Company register under and in accordance with the provisions of at least fifty percent (50%) the Securities Act all or any portion of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desireddesignated by such Anchor Investor. Upon the receipt of the a Demand Registration requestNotice, the Company shall promptly shall take (and in any event within ten (10) Business Days from the date of receipt of such steps as are necessary or appropriate to prepare for Demand Notice), notify the registration other Anchor Investor of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, Demand Notice and allow such other Anchor Investor the Company shall give written notice thereof opportunity to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company has received receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a written request registration statement on the appropriate form for inclusion therein at least ten (10) days prior the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the filing Anchor Investors registering Registrable Securities, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the registration statement. Each such request will also specify the total number of Registrable Securities to be registered, specified by the intended method of disposition thereof and the jurisdictions Holders in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty Notice (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one “Demand Registration to which Statement”). If the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Anchor Investors registering Registrable Securities proposed intend to be registered by the Initiating Rights Holders so elect, the offering of such distribute any Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form by means of an underwritten offering, they shall promptly so advise the Rights Holders holding a majority of Company and the Registrable Securities proposed Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be registered selected by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); providedAnchor Investors registering Registrable Securities. Any Demand Registration Statement may, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not submitting the Demand Notice, be so counted a “shelf” registration pursuant to Rule 415, if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestavailable. (ii) B. The Company may delay shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the filing or effectiveness resale of any registration statement the Registrable Securities covered thereby for a period of up to ninety one hundred eighty (90180) days after from the date of a request for registration on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 10.2 if (x) at the 3.14(a)(2)(B). The time of such request period for which the Company is engaged, or has formal plans required to engage within sixty (60) maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of the time of all suspension periods pursuant to Section 3.14(d) occurring with respect to such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Demand Registration Statement. C. The Company shall furnish be entitled to suspend the Rights Holders a certificate signed by use of any effective Registration Statement under this Section 3.14(a)(2) under the Chief Executive Officer or President circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the Company stating that, in rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementEffectiveness Deadline.

Demand Registration. (a) On If at any date after March 15time the Shelf Registration Statement pursuant to Section 4.01 is not available for the resale of the Registrable Securities, 2001including if for any reason the Company is ineligible to maintain or use a Shelf Registration Statement, the holders Company shall use reasonable best efforts to (as promptly as reasonably practicable and, in any event, within 60 days in the case of at least fifty percent a Registration Statement on Form S-1) following the written request of Xxxxxx for Registration under the Securities Act of all or part of Jacobs’ Registrable Securities (50%a “Demand Request”), file a Registration Statement with the SEC (a “Demand Registration Statement”) with respect to resales of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed pursuant to be sold, the Xxxxxx’ intended method of disposition thereof distribution thereof, and shall, subject to the jurisdictions in which registration is desired. Upon the receipt terms of the this Article IV, use its reasonable best efforts to cause such Demand Registration requestStatement to be declared effective under the Securities Act (promptly and, in any event, no later than 60 days after such filing) and, if required, to qualify under the Company promptly “blue sky” laws of such jurisdictions as Xxxxxx or any underwriter reasonably requests; provided that such Demand Registration Statement shall take such steps as are necessary or be filed on an appropriate to prepare form under the Securities Act for the registration type of offering contemplated by Xxxxxx. Each Demand Request shall specify the Registrable Securities to be registeredRegistered, their aggregate amount, and the intended method or methods of distribution thereof. Within fifteen (15) days after Xxxxxx agrees to provide the receipt Company with such information in connection with a Demand Request as may be reasonably requested by the Company to ensure that the Demand Registration Statement complies with the requirements of such requestthe Securities Act, including any financial statements or other information of the SpinCo Business relating to any date or any period ending on or prior to the Merger Closing Date to the extent required to be included or incorporated by reference in any Demand Registration Statement and not already in the possession of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall give written notice thereof only be obligated to all other Rights Holders use reasonable best efforts to file and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior cause up to the filing of the registration statement. Each such request will also specify the number of Registrable Securities three Demand Registration Statements to be registered, declared effective under the intended method of disposition thereof and the jurisdictions in which registration is desiredSecurities Act pursuant to this Section 4.02. (b) The Company shall use its reasonable best efforts be deemed to cause any such have effected a Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under for purposes of this Section 10.2. A registration requested pursuant to this 4.02, Section 10.2 shall not count as 4.03(a) and Section 4.04(a) if the one Demand Registration to which Statement becomes effective by the Rights Holders are entitled to thereunder unless such registration statement is declared effective SEC and remains effective until the earlier of (i) 90 days after the effective date or (ii) such time as all Registrable Securities covered by such Registration Statement have been Sold or withdrawn in accordance with this Section 4.02, or if such Registration Statement relates to an Underwritten Offering (as defined below), such longer period as, in the opinion of outside legal counsel for at least ninety the underwriter or underwriters, a Prospectus is required by law to be delivered in connection with Sales of Registrable Securities by an underwriter or dealer (90the applicable period, the “Demand Period”); provided that (i) days. (c) If Rights Holders of a majority if, during the Demand Period, such Registration or the successful completion of the Registrable Securities proposed relevant Sale is prevented by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, or a Blackout Period or the need to update or supplement the Registration Statement, the Demand Period shall be registered extended on a day-for-day basis by the Initiating Rights Holders so electnumber of days such Registration or successful completion is prevented and (ii) no Demand Registration shall be deemed to have been effective for purposes of Section 4.03(a) and Section 4.04(a) if the conditions to closing specified in the underwriting agreement, the offering of such Registrable Securities if any, entered into in connection with any Underwritten Offering pursuant to such Demand Registration shall be in the form are not satisfied other than by reason of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offeringwrongful act, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company misrepresentation or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time breach of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction applicable underwriting agreement by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementXxxxxx.

Demand Registration. (a) On any date after March 15Subject to the conditions of this Section 2.1, 2001, if the holders of Company receives a request from the Demand Holders holding at least fifty twenty five percent (5025%) of the Registrable Securities then outstanding held by all Demand Holders (the "“Initiating Rights Holders"”) may request in writing registration under that the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Company register Registrable Securities proposed to be soldwith an aggregate offering price of at least $5,000,000, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, then the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within shall, within fifteen (15) days after the receipt thereof, give written notice of such requestrequest to all other Demand Holders (the “Non-Initiating Holders”). A Non-Initiating Holder must notify the Company within thirty (30) days of receipt of such written notice if such Non-Initiating Holder so desires to have its Registrable Securities registered. The Company will use its best efforts to effect, as soon as practicable, the registration of all Registrable Securities that the Demand Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company as a part of their demand pursuant to this Section 2.1 and the Company shall give written include such information in the notice thereof referred to all other Rights Holders and in Section 2.1(a). In such event, the right of any Demand Holder to include its Registrable Securities in such registration all shall be conditioned upon participation in such underwriting. The underwriter or underwriters for such offering shall be a nationally recognized underwriter or underwriters selected by the Demand Holders owning a majority of the Registrable Securities held by a Rights Holder from whom requested to be included in such offering and reasonably acceptable to the Company has received and such underwriter or underwriters shall enter into a written request for inclusion therein at least ten (10) days prior to reasonable and customary underwriting agreement with the filing Company. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all participating Demand Holders, and the number of shares that may be included in the underwriting and registration statement. Each such request will also specify shall be allocated pro rata among the participating Demand Holders in accordance with the number of Registrable Securities held by such Demand Holders; provided, however, that the number of shares of Registrable Securities to be registered, included in such underwriting and registration shall not be reduced unless and until all other securities to be sold by the intended method of disposition thereof Company and any Persons that are not Demand Holders are first entirely excluded from the jurisdictions in which registration is desiredunderwriting and registration. (bc) The Company shall use its reasonable best efforts not be required to cause any effect a registration pursuant to this Section 2.1: (i) prior to the registration under the Securities Act pursuant to an effective registration statement of the Offering Shares; (ii) after the Company has effected two registrations pursuant to this Section 2.1, and such Demand Registration to become registrations have been declared or ordered effective not later than and maintained effective for (A) one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as beyond the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement effective date or (B) until all shares so registered have been sold, whichever period is declared effective and remains effective for at least ninety longer (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders such two registrations shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of include any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 2.1 in which the number of Registrable Securities registered is reduced by more than twenty percent (20%) of the number of Registrable Securities that the Demand Holders requested to be registered); (iii) during the period starting with the date of filing of, and ending on the date six months following the effective date of, a registration statement pertaining to any underwritten public offering made pursuant to this Section 2.1 or in which the Demand Holders were given the opportunity to participate pursuant to Section 2.2 for not less than thirty percent (30%) of the amount of the offering; provided that each registration statement was declared or ordered effective and maintained effective for (A) one hundred twenty (120) days beyond the effective date or (B) until all shares so registered have been sold, whichever period is longer; (iv) if within ten (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (6010) days of receipt of a written request from the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (zInitiating Holders pursuant to Section 2.1(a) the Company shall furnish to the Rights Initiating Holders a certificate signed by the Chief Executive Officer or President the Chief Financial Officer of the Company stating that, that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would otherwise be seriously detrimental to the Company and its investors stockholders for such registration statement to be filed and it is therefore essential effected at such time, the Company shall have the right to defer such filing for a period of not more than sixty (60) days after receipt of the filing request of the Initiating Holders; provided, that, such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; provided, further, that the Company shall not disclose any information that could be deemed material non-public information of the Company to any of the Initiating Holders during such delayed period; and (v) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below. (d) A requested registration under this Section 2.1 may be rescinded prior to such registration statementbeing declared effective by the Commission by written notice to the Company from the Initiating Holders; provided, however, that such rescinded registration shall not count as a registration initiated pursuant to this Section 2.1 if the Company shall have been reimbursed (pro rata by the Initiating Holders or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration; provided further, however, that such Initiating Holders shall not be required to reimburse the Company if such rescission shall have been caused by, or made in response to, the material adverse effect of an event on the business, prospects, properties, condition (financial or otherwise) or operations of the Company.

Demand Registration. (a) On any date after March 15, 2001, the If holders of at least fifty twenty-five percent (5025%) of the outstanding Registrable Securities then outstanding as of the date of original issuance of the Preferred Stock (the "Initiating Rights Requisite Holders") may shall at any time make a written request (a "Demand Registration Request") to the Company in writing compliance with this Section 2, the Company shall cause to be filed with the Commission a registration statement (a "Demand Registration Statement") under the Securities Act covering all or any part of the Registrable Securities (a "Demand Registration"). The Demand Registration , as such holders (the "Initiating Holders") shall request in writing; provided that (i) any request made pursuant to this Section 2(b) by Requisite Holders shall specify be addressed to the amount attention of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt Secretary of the Demand Registration requestCompany, the Company promptly and shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registeredregistered (which shall comprise at least 25% of the outstanding Registrable Securities as of date of original issuance of the Preferred Stock; provided however, and notwithstanding the provisions of Section 2b hereof, the holders of any number of Registrable Securities may make a Demand Registration Request for such Registrable Securities where such holders request registration of all of the remaining such Registrable Securities), the intended method of disposition distribution thereof and that the jurisdictions in which registration request is desired. (b) The Company shall use its reasonable best efforts to cause any such for a Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count 2(b); (ii) As promptly as the one practicable, but no later than ten (10) days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to which all holders of Registrable Securities. Following a Demand Registration Request, the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety Company shall include in a Demand Registration (90x) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by of the Initiating Rights Holders so elect, and (y) the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration other holders of Registrable Securities is who shall have made a written request to the Company for inclusion in such registration (which request shall specify the form maximum number of an underwritten offeringRegistrable Securities intended to be disposed of by such holder) within thirty (30) days after the receipt of the Demand Exercise Notice (together with the Initiating Holders, the Rights Holders holding "Electing Holders"); (iii) Following receipt of a majority Demand Registration Request, the Company shall file the Demand Registration Statement with the Commission as promptly as reasonably practicable, and shall use all reasonable efforts to have the Demand Registration Statement declared effective under the Securities Act as soon as reasonably practicable, in each instance giving due regard to the need to conduct due diligence and complete other actions that are reasonably necessary to effect a registered public offering and shall use all reasonable efforts to keep such Registration Statement continuously effective, for up to one hundred eighty (180) days or until such earlier date as of which all the Registrable Securities proposed to be registered by under the Initiating Rights Holders Demand Registration Statement shall select and obtain an investment banking firm have been disposed of national reputation to act as in the managing underwriter of manner described in the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment.Registration Statement; (div) The Company shall not be obligated to effect any registration under more than two (2) Demand Registrations by Requisite Holders pursuant to this Section 10.2 except 2(b). A right to demand a registration pursuant to this Section 2(b) shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities included therein shall have been distributed pursuant to the Registration Statement, and (y) the date as of which such Demand Registration shall have been continuously effective for a 180-day period or other period specified in Section 2(b)(iii) following the effectiveness of such Demand Registration Statement, provided no stop order or similar order, or proceedings for such an order, is thereafter entered or initiated whereupon the 180-day period shall extend for the period which such stop order or similar order or proceedings for such order is in effect (the "Registration Period"). (v) If the Underwriter in connection with any underwritten offering described in this Section 2(b) shall have informed the Company that in its opinion the total number of shares of Common Stock that the holders of the Registrable Securities, and any other Persons desiring to participate in such registration, intend to include in such offering is such as to materially and adversely affect the success and pricing of such offering, then the Company shall include in such Demand Registration (a) first, all Registrable Securities requested to be included in such registration by the Electing Holders of Registrable Securities; provided that if the number of shares of Common Stock so elected to be included in such registration by all Electing Holders of Registrable Securities exceeds the number recommended by the Underwriter, then the number of Registrable Securities to be so included in such registration will be reduced pro rata in accordance with the following provisions:number of shares requested to be included by each Electing Holder, to such number recommended by the Underwriter; and (b) if all Registrable Securities so elected to be included by the Electing Holders are so included in such Registration, such additional number of shares of Common Stock that the Company desires to include in such registration and that the Underwriter has informed the Company may be included in such registration without adversely affecting the success and pricing of the offering of all the Registrable Securities so requested to be included therein; and (ivi) The Notwithstanding anything herein to the contrary, the Company shall not be obligated to use its reasonable best efforts take any action to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated effect any such Demand Registration, qualification or compliance pursuant to this Section 10.2; provided, however, 2(b) if: (i) the Board of Directors determines in the exercise of its reasonable good faith judgment that any registration proceeding begun pursuant to this Section 10.2 effecting such Demand Registration at such time would require disclosure of a material fact that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon would have a material adverse information relating to effect on any proposal or plan by the Company or any of its conditionsubsidiaries to engage in a significant transaction, businessthen, or prospects in which is different from that generally known to case the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement defer such Demand Registration for a single period of up not to exceed ninety (90) days after once every twelve (12) months; (ii) in any particular jurisdiction in which the date Company would be required to execute a general consent to service of a request for registration pursuant to this Section 10.2 if (x) at the time of process in effecting such request registration, qualification or compliance unless the Company is engaged, already subject to service in such jurisdiction and except as may be required by the Securities Act; or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (yiii) the Board of Directors of the Company determines in the exercise of its reasonable good faith judgment that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other effecting such Demand Registration at such time would otherwise have a material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm adverse effect on the Company, or (z) then, in such case the Company shall furnish may defer (the "Deferral") such Demand Registration for a single period not to exceed ninety (90) days once during every twelve (12) months, but only on the condition that a deferral under clause (i) of this Section 2(b)(vi) does not occur during the twelve (12) month period proceeding or following the Deferral; provided, however that notwithstanding the restrictions contained in clauses (i) and (iii) of this Section 2(b)(vi) with respect to the Rights Holders a certificate signed by the Chief Executive Officer or President number of deferrals of Demand Registrations in any twelve month period, the Company stating thatmay defer a Demand Registration for a period not to exceed ninety (90) days at any time when the Board determines, in the its reasonable good faith judgment of the Board of Directors of the Companyjudgment, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential that a failure so to defer the filing Demand Registration would be a violation of such registration statementits fiduciary duties.

Demand Registration. (aA) On The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any date after March 15time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, 2001that the Company register, under and in accordance with the holders provisions of at least fifty percent (50%) the Securities Act, all or any portion of the Registrable Securities then outstanding (designated by the "Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desiredInvestor. Upon the receipt of a Demand Notice from the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate Investor pursuant to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such requestthis Section 3.13(a)(ii), the Company shall give written notice thereof to all other Rights Holders promptly (and include in such registration all Registrable Securities held by a Rights Holder from whom any event within thirty (30) days of the date on which the Company has received a written request for inclusion therein at least ten (10receives such Demand Notice) days prior to file with the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registeredSEC, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall thereafter use its reasonable best efforts to cause any such Demand Registration to become be declared effective not later than one hundred twenty (120) days after it receives as promptly as practicable, a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective on the appropriate form for the registration and remains effective for at least ninety sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (90) days. (c) If Rights Holders of a majority which may be by an underwritten offering), of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration total number of Registrable Securities is specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the form Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Rights Holders holding a majority of Company and the Registrable Securities proposed Company shall take all reasonable steps to be registered by facilitate such distribution, including the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation actions required pursuant to act as the Section 3.13(c). The managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, underwriters in any case, such distribution shall be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Investor registering Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; providedin such underwritten offering. Any Demand Registration Statement may, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not submitting the Demand Notice, be so counted a “shelf” registration pursuant to Rule 415, if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestavailable. (iiB) The Company may delay shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.13(a)(ii) continuously effective and usable for the filing or effectiveness resale of any registration statement the Registrable Securities covered thereby for a period of up to ninety one hundred eighty (90180) days after from the date of a request for registration on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 10.2 if (x) at the 3.13(a)(ii)(B). The time of such request period for which the Company is engaged, or has formal plans required to engage within sixty (60) maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of the time of all suspension periods pursuant to Section 3.13(d) occurring with respect to such request, in an underwritten public offering of Shares, Demand Registration Statement. (yC) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the The Company shall furnish be entitled to suspend the Rights Holders a certificate signed by use of any effective Registration Statement under this Section 3.13(a)(ii) under the Chief Executive Officer or President circumstances set forth in Section 3.13(d). (D) For the avoidance of doubt, the Company stating that, in rights provided pursuant to this Section 3.13(a)(ii) shall not be exercisable until the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementEffectiveness Deadline.

Demand Registration. (a1) On At any date time after March 15the Employment Commencement Date, 2001and subject to the other provisions of this Section 12, the holders Executive shall have the right, exercisable by making a written request to the Company, to demand that the Company effect the Registration of at least fifty percent (50%) any Registrable Securities in accordance with the provisions of the Act. The Company shall then comply with Section 12(a)(2) hereof. Any provision herein to the contrary notwithstanding, the right to demand Registration pursuant to this Section 12 shall be limited to one Registration demand per calendar year. A right to demand Registration hereunder shall be deemed to have been exercised and all of the Company's demand Registration obligations hereunder for such calendar year shall be deemed to be fully satisfied when the registration statement filed on account of such exercise has been declared effective by the Commission. If any other executive of the Company exercises his or her right, if any, to demand that the Company effect the Registration of any Registrable Securities, then the Executive shall have the right to Register an equivalent number of Registrable Securities then outstanding without reducing the number demand Registrations the Executive shall have in any calendar year. (the "Initiating Rights Holders"2) may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the Following receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate a request pursuant to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15Section 12(a)(1) days after the receipt of such requesthereof, the Company shall give written notice thereof to all other Rights Holders and include in such (i) file within ninety (90) days thereafter a registration all Registrable Securities held by a Rights Holder from whom statement on the appropriate form under the Act for the shares of Common Stock that the Company has received a written request been requested to Register; (ii) if the applicable Offering is pursuant to an underwriting agreement, enter into an underwriting agreement in such form as said managing or sole underwriter shall require (which must only contain terms and conditions customary for inclusion therein at least ten (10) days prior offerings of equity securities of entities with market capitalizations that are approximately equal to the filing of Company's then current market capitalization and may contain customary provisions requiring the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof Company and the jurisdictions in which registration is desired. Executive to indemnify and provide contribution to the underwriter or underwriters of such Offering); and (biii) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless have such registration statement is declared effective as promptly as practicable and remains to remain effective for at least ninety one hundred eighty (90180) days. (c) If Rights Holders of a majority of . Notwithstanding any other provision hereof, the Registrable Securities proposed to Executive acknowledges and agrees that there can be registered no guarantee or warranty from or by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to will ever be filed declared effective by the Commission, and it is therefore essential to defer that the filing of Company makes no such registration statementguarantee or warranty in this Agreement.

Demand Registration. (a) On Upon receipt of a Notice from any date Holder at any time after March 15, 2001the 180th day after the Closing Date, the holders of at least fifty percent Company shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (50%each, a “Registration Statement”) providing for the resale of the Registrable Securities then outstanding (identified in such Notice, which may, at the "Initiating Rights Holders") may request in writing registration under option of the Act (Holder giving such Notice, be a "Demand Registration"). The Demand Registration request shall specify Statement that provides for the amount resale of the Registrable Securities proposed from time to be sold, time pursuant to Rule 415 under the intended method of disposition thereof and Securities Act. The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the jurisdictions in which registration is desired. Upon the receipt initial filing of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate Statement and to prepare remain effective and available for the registration resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to be registered. Within fifteen (15) days after dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30 million in the receipt of such requestaggregate pursuant to a Registration Statement in an Underwritten Offering, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders retain underwriters that are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant reasonably acceptable to such Demand Registration shall be Selling Holders in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights order to permit such Selling Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2such disposition through an Underwritten Offering; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish have the exclusive right to select the Rights bookrunning managers. The Company and such Selling Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, shall enter into an underwriting agreement in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental customary form that is reasonably acceptable to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its investors for such registration statement to be filed Registrable Securities covered by the Registration Statement on the terms and it is therefore essential to defer conditions of the filing underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such registration statementunderwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Company and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Company and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. At any time following the last day of the Initial Restricted Period (“Initial Restriction Expiration Date”), any Holder or Holders holding an aggregate of not less than 50% of the then outstanding Registrable Securities (“Initial Holders”) may request, by written notice (a “Demand”) to ETE, specifying the number of Registrable Securities desired to be sold (which shall not be less than 10% of the Registrable Securities, and which may not exceed the limits set forth in Section 3.01 during the Final Restricted Period), that ETE prepare and file a registration statement under the Securities Act (“Demand Registration Statement”) to permit the public resale of Registrable Securities either (a) On any date after March 15, 2001, the holders of at least fifty percent in an Underwritten Offering or (50%b) of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration from time to time as permitted by Rule 415 under the Securities Act (either, a "“Demand Registration"”). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the Promptly upon receipt of the Demand Registration requesta Demand, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company ETE shall give written notice thereof to all other Rights Holders. All such Holders and who notify ETE in writing within fifteen (15) days after the date of such notice that they desire to include in such registration all Registrable Securities held by a Rights Holder from whom in the Company has received a written request for inclusion therein at least ten (10) days prior Demand Registration Statement shall be permitted to the filing of the registration statementdo so. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company ETE shall use its commercially reasonable best efforts to cause any such a Demand Registration Statement to become effective not no later than one hundred twenty (120) 180 days after it receives a request under this Section 10.2the date of the Demand. A registration requested Demand Registration Statement filed pursuant to this Section 10.2 2.01(a) shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless be on such appropriate registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority form of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration Commission as shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered selected by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2ETE; provided, however, that if a prospectus or a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Demand Registration Statement and the Managing Underwriter selected by the Selling Holders at any registration proceeding begun time shall notify ETE in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus or prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, ETE shall use its commercially reasonable efforts to include such information in such a prospectus or prospectus supplement. In the case of a shelf registration, ETE will cause a Demand Registration Statement filed pursuant to this Section 10.2 that is subsequently withdrawn at 2.01(a) to be continuously effective under the request Securities Act until all Registrable Securities covered by the Demand Registration Statement have been distributed in the manner set forth and as contemplated in the Demand Registration Statement or there are no longer any Registrable Securities outstanding covered by such Demand Registration Statement (the “Effectiveness Period”). The Demand Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form with all applicable requirements of the Rights Holders shall Securities Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be so counted if such withdrawal is based upon material adverse information relating stated therein or necessary to make the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after statements therein not misleading. As soon as practicable following the date of a request for registration Demand Registration Statement becomes effective, but in any event within two Business Days after such date, ETE shall provide the Selling Holders with written notice thereof. ETE is obligated to effect only three (3) Demand Registrations pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement2.01.

Demand Registration. (a) On At any time after the date after March 15hereof, 2001, the holders of at least fifty percent (50%) of the Registrable Securities then outstanding (the "Initiating Rights Holders") Oaktree may request in writing make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a "“Demand Registration"”). The ; any Demand Registration request shall specify the amount number of the shares of Registrable Securities proposed to be soldsold and the intended method(s) of distribution thereof (each stockholder making a Demand Registration is referred to herein individually as a “Demanding Stockholder” and, collectively, the intended method of disposition thereof “Demanding Stockholders”). As soon as practicable, and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) any event within 60 days after the receipt of such request, the Company shall give written notice thereof use its reasonable best efforts to all other Rights Holders and include in such file a Registration Statement to effect the registration all under the Securities Act of the Registrable Securities held by a Rights Holder from whom which the Company has received a written request for inclusion therein at least ten (10) days prior been requested to register by the filing of the registration statementDemanding Stockholders. Each Registration Statement prepared at the request of a Demanding Stockholder shall be effected on such request form as reasonably requested by such Demanding Stockholder, including by a “shelf” registration that permits sales on a continuous or delayed basis pursuant to Rule 415 under the Securities Act on Form S-3 (a “Shelf Registration”) if so requested by such Demanding Stockholder and the Company is then eligible to effect a Shelf Registration. If permitted under the Securities Act, such Shelf Registration will also specify be one that is automatically effective upon filing. (b) If the Demanding Stockholders intend to distribute the Registrable Securities covered by their demand by means of an underwriting, the Demanding Stockholders shall so advise the Company as a part of their demand made pursuant to Section 2.1(a). The Underwriter or Underwriters will be selected by Oaktree. Oaktree shall (together with the Company as provided in Section 2.3(e)) enter into an underwriting agreement, in usual and customary form and reasonably acceptable to Oaktree, with the Underwriter or Underwriters of such offering. (c) Notwithstanding any other provision of this Section 2.1, if the Underwriter advises the Company in writing that marketing factors require a limitation of the number of Registrable Securities to be registeredunderwritten, then the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration advise all holders of Registrable Securities is which would otherwise be underwritten pursuant hereto, and shall allocate the number of Registrable Securities to be underwritten among all Stockholders who have indicated an intention to participate in the form underwriting pro rata in accordance with the number of an underwritten offeringRegistrable Securities that each such Stockholder has requested to be included in such Registration, the Rights Holders holding a majority regardless of the number of Registrable Securities proposed held by each such Stockholder (such proportion is referred to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act herein as the managing underwriter of the offering (the "Approved Underwriter"“Pro Rata”); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under Notwithstanding the other provisions of this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; providedAgreement, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders Demanding Stockholders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board Board, either (i) the filing, initial effectiveness or continued use of Directors of the Company, it a registration statement would otherwise be seriously detrimental to the Company and its investors stockholders for such registration statement to be filed and it is therefore essential to defer delay the filing of or initial effectiveness of, or suspend the use of, such registration statement, or (ii) the filing or initial effectiveness of a Demand Registration, or the continued use of any Registration, at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such registration statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company shall, upon promptly delivering such a certificate signed by the Chief Executive Officer of the Company to the Stockholders otherwise participating in such Registration, have the right to delay the filing or initial effectiveness of, or suspend the use of, such registration statement for the shortest possible period of time determined in good faith by the Board to be necessary for such purpose. In no event shall the Company be permitted to (A) delay the filing or initial effectiveness of, or suspend the use of, a registration statement pursuant to this Section 2.1(d) for a period in excess of 90 days, or (B) exercise its rights under this Section 2.1(d) more than once in any 12 month period. In the event the Company exercises its rights under this Section 2.1(d), Oaktree agrees to suspend, immediately upon its receipt of notice referred to above, its use of the prospectus relating to the Registration in connection with any sale or offer to sell Registrable Securities. (e) Notwithstanding the other provisions of this Section 2.1, the Company shall not be obligated to effect, or to take any action to effect, any Registration pursuant to this Section 2.1 during the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a Registration subject to Section 2.2 hereof (including a Registration pursuant to this Section 2.1); provided that the Company is actively employing in good faith its reasonable best efforts to cause such registration statement to become effective. (f) Demanding Stockholders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration. Subject to compliance with the other provisions of this Agreement, the Company (whether on its own determination or as the result of a withdrawal by the Demanding Stockholders) may withdraw a Registration Statement pursuant to a Demand Registration at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities as provided in Section 2.5.

Demand Registration. (a) On any date Subject to the Stockholder’s satisfaction of its obligations under Section 5.25 of the Purchase Agreement with respect to the financial statements then required, from and after March 15, 2001the end of the Lock-Up Period, the holders Stockholder may request in writing (a “Request”) (a) that the Company file a prospectus supplement (the “Takedown Prospectus Supplement”) to an effective Shelf Registration Statement filed pursuant to Rule 424 under the Securities Act with respect to the Registrable Securities identified in the Request (a “Takedown Request”) or, (b) if such Shelf Registration Statement is not available for the resale of the Registrable Securities, including if for any reason the Company shall be ineligible to maintain or use a Shelf Registration Statement, that the Company register under the Securities Act all or part of the Registrable Securities that are Beneficially Owned by the Stockholder or its Affiliates (i) on a Registration Statement on Form S-3 or, (ii) if the Company is not then eligible to file a Form S-3, any other available form (a “Demand Registration”), in each case, including sales or distributions by way of underwritten offering, block trade or other distribution plan designated by the Stockholder. The Stockholder shall be entitled to make no more than three (3) Requests for an underwritten offering in any twelve-month period (it being understood that each underwritten offering (including any underwritten block trade) under this Agreement shall count as a Request, even if such offering is a Takedown Request conducted pursuant to a Shelf Registration Statement and regardless of whether such offering is publicly marketed before or after the underwriters agree to purchase the Registrable Securities, unless the Stockholder withdraws its request in the circumstances described in the second sentence of Section 5.6), and each such Request shall be to register an amount of Registrable Securities equal to the lesser of (i) an aggregate market value as of the date of such Request of at least fifty percent million dollars (50%$50,000,000) of and (ii) the total outstanding Registrable Securities then outstanding held by the Stockholder; provided, that any Request pursuant to this clause (ii) shall have a minimum aggregate market value as of the "Initiating Rights Holders") may request in writing registration under the Act date of such Request of at least twenty-five million dollars (a "Demand Registration"$25,000,000). The Company shall not be obligated to effect a Demand Registration request shall specify or Takedown Request during the amount sixty (60) day period following the effective date of the Registrable Securities proposed a Registration Statement pursuant to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the any other Demand Registration request, or the Company promptly shall take such steps as are necessary or appropriate closing of any underwritten offering pursuant to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statementTakedown Request. Each such request will also Request pursuant to this Section 5.1(a) shall be in writing and shall specify the number of Registrable Securities requested to be registered, registered and the intended method of disposition thereof and distribution of such Registrable Securities. Nothing in this Article 5 shall affect, supersede or otherwise modify any of the jurisdictions restrictions on Transfer set forth in which registration is desiredArticle 2 or any other provision of this Agreement. For the avoidance of doubt, underwritten overnight bought deals will count as a Request. (b) The Subject to the Stockholder’s satisfaction of its obligations under Section 5.25 of the Purchase Agreement with respect to the financial statements then required, the Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to within ninety (90) days after the date of Closing Date an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”), or if the Company does not qualify as a request for registration pursuant to this Section 10.2 well-known seasoned issuer as defined in Rule 405 under the Securities Act (a “WKSI”), a Registration Statement (which shall be on Form S-3 if (x) at the time of such request the Company is engagedthen eligible to use such form) permitting the public resale of Registrable Securities, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder (including any Automatic Shelf Registration Statement, a “Shelf Registration Statement”), or has formal plans to engage within sixty (60) days otherwise designating an existing Shelf Registration Statement with the SEC, covering the sale or distribution of all of the Registrable Securities from time to time by the Stockholder pursuant to one or more Takedown Requests, including by way of underwritten offering, block trade or other distribution plan designated by the Stockholder, and to cause such request, in an underwritten public offering of Shares, (y) Shelf Registration Statement to become or be deemed effective by the Board of Directors end of the Company determines in good faith that (A) it is in possession of material, nonLock-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementup Period.

Demand Registration. (a) On At any date after March 15time during the five year period following the Closing Date, 2001, the holders of at least fifty percent (50%) of the Registrable Securities then outstanding USAA may make a written request (the "Initiating Rights HoldersDemand Notice") may request in writing for registration under the Securities Act (a "Demand Registration")) of the Registrable Securities held by it. The Demand Registration request shall Notice will specify the amount number of the shares of Registrable Securities proposed to be sold, sold and will also specify the intended method of disposition thereof and thereof. Unless USAA shall consent in writing, no other party, including the jurisdictions in which registration is desiredCompany, shall be permitted to offer securities under any such Demand Registration. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts not be required to cause any such effect more than three Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request Registrations under this Section 10.22(b). A registration requested pursuant to this Section 10.2 2(b) will not be deemed to have been effected (and it shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable three Demand Registrations) unless the Registration Statement relating thereto has become effective under the Securities proposed to be registered by the Initiating Rights Holders so electAct; provided, however that if, after such Registration Statement has become effective, the offering of such the Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected (and it shall not count as one of the three Demand Registrations). USAA may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke its Demand Notice by providing a written notice to the Company. If USAA so elects, the offering of Registrable Securities pursuant to a Demand Registration shall be in the form of a firm commitment underwritten offeringan Underwritten Offering. If any Demand Registration the managing underwriter or underwriters of such offering advise the Company and USAA in writing that in their opinion the number of shares of Registrable Securities requested to be included in such offering is in sufficiently large to materially and adversely affect the form success of an underwritten such offering, the Rights Holders holding a majority Company will include in such registration the aggregate number of the Registrable Securities proposed to be registered by which in the Initiating Rights Holders shall select and obtain an investment banking firm opinion of national reputation to act as the such managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in or underwriters can be sold without any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2such material adverse effect; provided, however, that Registrable Securities may be excluded before all shares proposed to be sold by other parties, including the Company, have been excluded. If any Registrable Securities are excluded, such registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request shall not count as one of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for three Demand Registrations. No registration pursuant to a request or requests referred to in this Section 10.2 if (xsubsection 2(b) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement deemed to be filed and it is therefore essential to defer the filing of such registration statementa Shelf Registration.

Demand Registration. (a) On Subject to Section 5 hereof, if at any date after March 15, 2001, time any Holder shall request the holders of at least fifty percent (50%) Company in writing to register under the Securities Act all or a part of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the Act held by such Holder (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement, on such appropriate form as the Company in its discretion shall determine, providing for the sale of all other Rights Holders and include in such Registrable Securities by such Holder. The Company agrees to use its best efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior have ceased to the filing of the registration statementbe Registrable Securities. Each such request will also specify the number of Registrable Securities registration statement filed pursuant to be registered, the intended method of disposition thereof and the jurisdictions in which registration this Section 2(a) is desiredhereinafter referred to as a "Demand Registration Statement." (b) The Company shall agrees (i) not to effect any public or private sale, distribution or purchase of any of its securities which are the same as or similar to the Registrable Securities, including a sale pursuant to Regulation D under the Securities Act, during the 15-day period prior to, and during the 45-day period beginning on, the closing date of each underwritten offering under any Demand Registration Statement, and (ii) to use its reasonable best efforts to cause each holder of its securities purchased from the Company, at any time on or after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution of any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives securities during such period, including a request under this Section 10.2. A registration requested sale pursuant to this Section 10.2 shall not count as Rule 144 under the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) daysSecurities Act. (c) If Rights Holders The Company may postpone for a reasonable period of a majority of the Registrable Securities proposed time, not to be registered by the Initiating Rights Holders so electexceed 30 days, the offering filing or the effectiveness of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted Statement if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith determines that (A) it is in possession of materialsuch registration might have a material adverse effect on any plan or proposal by the Company with respect to any financing, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by transaction, or of the Company or concerning pending or threatened litigation and (B) disclosure the Company is in possession of such material non-public information would jeopardize any such that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or litigation in progress or otherwise materially harm in other material adverse consequences to the Company. (d) If at any time any Holder of Registrable Securities to be covered by a Demand Registration Statement desires to sell Registrable Securities in an underwritten offering, or (zsuch Holder shall have the right to select any nationally recognized investment banking firm(s) to administer the Company shall furnish offering, subject to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors approval of the Company, it would otherwise which approval shall not be seriously detrimental to unreasonably withheld, and the Company and its investors for such registration statement to be filed and it is therefore essential to defer shall enter into underwriting agreements with the filing underwriter(s) of such registration statementoffering, which agreements shall contain such representations and warranties by the Company, and such other terms, conditions and indemnities as are at the time customarily contained in underwriting agreements for similar offerings.

Demand Registration. (ai) On any date after March 15, 2001Until such time as all Registrable Securities cease to be Registrable Securities, the holders Company agrees to use its reasonable efforts to keep current and effective a shelf Registration Statement, and to file such supplements or amendments to such Registration Statement as may be necessary or appropriate in order to keep such shelf Registration Statement continuously effective and useable, for the resale of at least fifty percent (50%) of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the Act Securities Act. (ii) If the Company is no longer eligible to use a "Demand Registration"). The Demand shelf Registration Statement, the Company agrees within 30 days of a Holder’s written request shall specify to register the resale of a specified amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in (which registration is desired. Upon the receipt shall represent at least 5% of the Demand Registration requestoutstanding Common Stock) under the Securities Act, the Company promptly shall take will file a Registration Statement, on an appropriate form, to register the resale of such steps Registrable Securities, which Registration Statement will (if specified in the Holder’s notice) contemplate the ability of the Holders to effect an underwritten offering, and will use its reasonable efforts to cause such Registration Statement to become or be declared effective, and to file such supplements or amendments to such Registration Statement as are may be necessary or appropriate in order to prepare keep such Registration Statement effective and useable, for the resale of Registrable Securities under the Securities Act, through the completion of the offering thereof. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing prior written notice to the Holders, to require such Holders to suspend the use of the Prospectus included in any Registration Statement for resales of Registrable Securities under any shelf Registration Statement pursuant to Section 2(a)(i) or to postpone the filing or suspend the use of any Registration Statement pursuant to Section 2(a)(ii) for a reasonable period of time not to exceed 60 days in succession (or a longer period of time with the prior written consent of AIG, which consent shall not be unreasonably withheld) or two times in any one year period (a “Suspension Period”) if (A) the Board determines in good faith that effecting the registration (or permitting sales under an effective registration) would materially and adversely affect an offering of securities of the Company, (B) the Company is in possession of material non-public information and the Board determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company, or (C) the Company shall determine that it is required to disclose in any such Registration Statement a contemplated financing, acquisition, corporate reorganization or other similar transaction or other material event or circumstance affecting the Company or its securities, and the Board determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its equity securities. (iv) After the expiration of any Suspension Period and without any further request from a Holder, the Company shall as promptly as reasonably practicable prepare a Registration Statement or post-effective amendment or supplement to the applicable shelf Registration Statement or Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such requestincluded therein, the Company shall give written notice thereof to all other Rights Holders Prospectus will not include a material misstatement or omission or be not effective and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request useable for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number resale of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desiredSecurities. (bv) If at any time or from time to time the Holders desire to sell Registrable Securities representing at least 5% of the outstanding Common Stock in an underwritten offering, the managing underwriter or underwriters for such offering shall be selected by AIG. The Holders will provide the Company with prior notice of any such underwritten offering, such notice to be provided as soon as reasonably practicable after the Holders determine to proceed with such offering. The Company shall use its reasonable best efforts to cause any assist such Demand Registration managing underwriter or underwriters in their efforts to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such sell Registrable Securities pursuant to such Demand Registration Statement and shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its use reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file make senior executives with appropriate seniority and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement expertise reasonably available for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization “road show” or other material transaction by or of presentations during the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementmarketing period.

Demand Registration. (ai) On At any date time after March 15, 2001, the holders of at least fifty percent (50%) expiration of the Lock-Up Period, any Sponsoring Holder shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities then outstanding (on the "Initiating Rights Holders") terms and conditions specified in the Demand Notice, which may request in writing registration under the Act include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a "“Demand Registration"”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration request and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall specify the amount of Company be required to effectuate a Demand Registration unless the Registrable Securities proposed of the Sponsoring Holder and its Affiliates to be soldincluded therein have an aggregate value, based on the intended method VWAP as of disposition thereof and the jurisdictions in which registration is desired. Upon date of the Demand Notice, of at least $50 million (the “Minimum Amount”). (ii) Within fifteen Business Days after the receipt of the Demand Registration requestNotice (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, within forty-five days thereof), the Company promptly shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice. The Company shall take use all commercially reasonable efforts to cause such steps as are necessary Registration Statement to become and remain effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 90 days after the closing of any Underwritten Offering, or appropriate (B) a subsequent Demand Registration pursuant to prepare for the registration a Demand Notice if a Registration Statement covering all of the Registrable Securities held by the Initiating Holder shall have become and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. (iv) A Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of a notice from the Initiating Holder that the Initiating Holder is withdrawing all of its Registrable Securities from the Demand Registration or a notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Shares such that the remaining amount of Registrable Shares to be registered. Within fifteen (15) days after included in the receipt of such requestDemand Registration is below the Minimum Amount, the Company shall give written notice thereof cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration with respect to the Initiating Holder for purposes of Section 2(a)(iii) unless (A) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all other Rights Holders reasonable and include documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify based on the number of Registrable Securities securities the Initiating Holder sought to be registeredregister, as compared to the intended method total number of disposition thereof and securities included in such Demand Registration) or (B) the jurisdictions in which registration withdrawal is desiredmade following the occurrence of a Material Adverse Change or pursuant to the Company’s request for suspension pursuant to Section 3(o). (bv) The Company shall use its reasonable best efforts to cause may include in any such Demand Registration other Company Securities for sale for its own account or for the account of any other Person, subject to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days3(c)(iii). (cvi) If Rights Holders Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of a majority the Commission (A) as shall be selected by the Company and (B) as shall permit the disposition of the Registrable Securities proposed in accordance with the intended method or methods of disposition specified in the Demand Notice; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (vii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be registered prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Initiating Rights Holders so electto enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (viii) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the offering of Company shall amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Demand Registration Statement; provided that in no event shall the Company be in the form of required to file a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable post-effective amendment to the Company in its reasonable judgment. Registration Statement unless (dA) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to such Registration Statement includes only Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; providedHolder, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request Affiliates of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company Holder or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days transferees of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization Holder or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Rights Holders a certificate signed by the Chief Executive Officer or President Holder, Affiliates of the Company stating that, in the good faith judgment Holder or transferees of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementHolder.

Demand Registration. (a) On any date after March 15Following the Lock-Up Period, 2001Management Stockholder shall have the right, subject to the holders terms of at least fifty percent (50%) this Agreement, to require Activision to register for offer and sale under the Securities Act all or a portion of the Registrable Securities then outstanding owned by Management Stockholder subject to the requirements and limitations in this Section 6.1. In order to exercise such right, Management Stockholder must give written notice to Activision (a “Demand Notice”) requesting that Activision register under the Securities Act the offer and sale of Registrable Securities (i) having a market value on the date the Demand Notice is received (the "Initiating Rights Holders"“Demand Date”) may request in writing registration under of at least $50 million based on the Act then prevailing market price, or (a "Demand Registration"). The Demand Registration request shall specify the amount ii) representing all of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desiredthen held by Management Stockholder. Upon the receipt of the Demand Registration requestNotice, the Company Activision shall (i) promptly shall take notify such steps other Persons as are necessary or appropriate may be entitled to prepare for the registration participate in such sale of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such requestDemand Notice, (ii) prepare and file with the Company shall give written notice thereof to all other Rights Holders Commission as soon as practicable and include in such registration all Registrable Securities held by no event later than 90 days after the Demand Date a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior Demand Registration Statement relating to the filing offer and sale of the registration statement. Each Applicable Securities on any available form agreed to by the Management Stockholder and Activision for which Activision then qualifies (which may include a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act solely for use in connection with delayed underwritten offerings under Rule 415 promulgated under the Securities Act) and (iii) use reasonable efforts to cause such request will also specify the number of Registrable Securities Demand Registration Statement to be registered, declared effective under the intended method Securities Act as promptly as practicable. Activision shall use reasonable efforts to have each Demand Registration Statement remain effective until the earlier of disposition thereof (i) one year (in the case of a shelf Demand Registration Statement) or 60 days (in the case of any other Demand Registration Statement) from the Effective Time of such Registration Statement and (ii) such time as all of the jurisdictions in which registration is desiredApplicable Securities have been disposed of by the Electing Holders. (b) The Company Activision shall use its reasonable best efforts have the right to cause any such postpone (or, if necessary or advisable, withdraw) the filing, or to delay the effectiveness, of a Registration Statement or offers and sales of Applicable Securities registered under a shelf Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of Statement if a majority of the Registrable Securities proposed to be registered by Independent Directors (as defined in Activision’s bylaws) of Activision determines in good faith that the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration sale of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered covered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: such Registration Statement (i) The Company shall would interfere with any pending financing, acquisition, corporate reorganization or other corporate transaction involving Activision or any of its Subsidiaries, (ii) would require disclosure of any event or condition that such directors determine would be disadvantageous for Activision to disclose and which Activision is not otherwise required to disclose at such time, or (iii) would otherwise be obligated materially detrimental to use Activision and its reasonable best efforts Subsidiaries, taken as a whole, and furnishes to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Electing Holders initiated pursuant to this Section 10.2a copy of a resolution of such Independent Directors setting forth such determination; provided, however, that no single postponement shall exceed 120 days in the aggregate. Activision shall advise the Electing Holders of any such determination as promptly as practicable. (c) Notwithstanding anything in this Section 6.1, Activision shall not be obligated to take any action under this Section 6.1: (i) with respect to more than two (2) Demand Registration Statements relating to underwritten offerings which have become effective and which covered all the Registrable Securities requesting to be included therein; or (ii) with respect to more than two (2) Demand Registration Statements which have become and remained effective as required by this Agreement in a twenty-four month period. (d) Activision may include in any registration proceeding begun requested pursuant to Section 6.1(a) hereof other securities for sale for its own account or for the account of another Person, subject to the following sentence. In connection with an underwritten offering, if the managing underwriter advises Activision and the Electing Holders that in its good faith view the number of securities requested to be registered exceeds the maximum number which can be sold in such offering without materially adversely affecting the pricing, timing or likely success of the offering (with respect to any offering, the “Maximum Number”), Activision shall include such Maximum Number in such Registration Statement as follows: (i) first, the Applicable Securities requested to be registered by Management Stockholder, (ii) second, the Applicable Securities requested to be included by any other Electing Holders, if any, (iii) third, any securities proposed to be included by Activision and (iv) fourth, any other securities requested to be included in such Registration Statement. For purposes of this Agreement, an “underwritten offering” shall be an offering pursuant to which securities are sold to a broker-dealer or other financial institution or group thereof for resale by them to investors. (e) Management Stockholder shall have the right to withdraw his Demand Notice (in which case such Demand Notice shall be deemed never to have been given for purposes of Section 6.1(a) or Section 6.1(c)) (i) at any time prior to the time the Demand Registration Statement has been declared or becomes effective if Management Stockholder reimburses Activision for the reasonable out-of-pocket expenses incurred by it prior to such withdrawal in effecting such Registration, (ii) upon the issuance by the Commission or any court or other governmental agency or authority of a stop order, injunction or other order which prohibits or interferes with such Registration, (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 as a result of default by Management Stockholder, or (iv) if Activision exercises any of its rights under Section 6.1(b) of this Agreement. If Management Stockholder withdraws a Demand Notice pursuant to this Section 10.2 that is subsequently withdrawn 6.1(e) and Activision nevertheless decides to continue with the Registration as to securities other than the Applicable Securities, then Management Stockholder shall be entitled to participate in such Registration pursuant to Section 6.2 hereof, but in such case the Intended Offering Notice must be given to Management Stockholder at least 10 business days prior to the request anticipated filing date of the Rights Holders Registration Statement and Management Stockholder shall not be so counted if required to give the Piggyback Notice no later than five (5) business days after Activision’s delivery of such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestIntended Offering Notice. (iif) The Company may delay the filing or effectiveness of If any registration statement for a period of up to ninety (90) days after the date of a request for registration Registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans 6.1 shall relate to engage within sixty (60) days of the time of such request, in an underwritten public offering of Sharesoffering, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation Management Stockholder and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company Activision shall furnish select a joint lead managing underwriter reasonably acceptable to the Rights Holders a certificate signed by other party, which consent shall not be unreasonably withheld, conditioned or delayed, and the Chief Executive Officer or President right of the Company stating that, any other stockholder to participate therein shall be conditioned upon such stockholder’s participation in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company underwriting agreements and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementarrangements required by this Agreement.

Demand Registration. (a1) On any Notwithstanding anything to the contrary, if no Coordinated Registration Statement shall have been filed pursuant to Section 2(a) for a period of six (6) months after the closing of the first Financing of the Acquiror Company to occur after the date after March 15, 2001of this Agreement, the Acquiror Company Principal Shareholders shall be entitled to request registration in accordance with this Section 2(b) as follows: if the Acquiror Company receives a written request from the holders of fifty percent (50%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Acquiror Company file a Registration Statement under the Securities Act covering the registration of at least fifty percent (50%) of the Registrable Securities then outstanding Registrable Securities, then the Acquiror Company will promptly, and in no event later than fifteen (15) days of the "Initiating Rights Holders") may receipt thereof, give written notice of such request in writing registration under the Act to all Acquiror Company Principal Shareholders (a "“Demand Registration"Registration Notice”). The An Acquiror Company Principal Shareholder may elect to have its Registrable Securiteis included in such Demand Registration request shall specify the amount of the Registrable Securities proposed Statement by giving written notice to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Acquiror Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Acquiror Company has received a written request for inclusion therein at least ten (10) days prior to given the filing of the registration statement. Each such request will also specify Demand Registration Notice, which notice shall include the number of Registrable Securities such Acquiror Company Principal Shareholder wishes to be registeredhave included in the Demand Registration Notice, together with a true and complete Selling Securityholder Questionnaire with respect to such Company Principal Shareholder by the intended method of disposition thereof and the jurisdictions in which registration is desiredResponse Deadline. (b2) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a Upon request for registration pursuant to this Section 10.2 if (x) at 2(b)(1), the time of such request Acquiror Company shall use its commercially reasonable efforts to file with the Company is engagedCommission, or has formal plans to engage within as expeditiously as possible but no later than sixty (60) days after the Response Deadline, a Demand Registration Statement for the registration of all the Registrable Securities that the Acquiror Company Principal Shareholders have elected to include in the Demand Registration Statement, and to include the Acquiror Company Principal Shareholders as “selling shareholders” in such Demand Registration Statement. The Acquiror Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep each such Registration Statement continuously effective for a period of at least one (1) year, or until all of the time Registrable Securities are eligible for resale under Rule 144. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such requesteach Registration Statement, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Acquiror Company shall furnish to file with the Rights Holders a certificate signed by Commission in accordance with Rule 424 under the Chief Executive Officer or President of Securities Act the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement final prospectus to be filed and it used in connection with sales pursuant to such Registration Statement (if such filing is therefore essential to defer the filing of required under such registration statementRule).

Demand Registration. (a) On At any date time on and after March 15July 1, 20011998, the holders any Holder or Holders of at least fifty percent (50%) % or more of the Registrable Securities then outstanding may make a written request (the "Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, specifying the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for disposition) that RBF effect the registration of the Registrable Securities to be registered. Within fifteen under the Securities Act (15) days after the receipt of such registration upon such request, a ?Demand Registration?), provided that such request shall relate to an amount of Registrable Securities at least equal to 25 % of the Company total amount of Registrable Securities. (b) Within ten days after receipt of a request for the Demand Registration, RBF shall give written notice thereof (the "Notice") of such request to all other Rights Holders and shall include in such registration (except as otherwise provided herein) all Registrable Securities held for which RBF has received, within 15 days after receipt by a Rights the applicable Holder from whom of the Company has received Notice, a written request for inclusion therein at least ten (10to be included therein. All requests made under this Section 3(b) days prior to the filing of the registration statement. Each such request will also shall specify the aggregate number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders A registration shall not constitute a Demand Registration until it has become effective. In any registration initiated as a Demand Registration, RBF shall pay all Registration Expenses incurred in connection therewith, whether or not such Demand Registration becomes effective; provided that a Holder participating in such registration shall pay all Registration Expenses if such Demand Registration fails to become effective solely as a result of an act or omission by such Holder. (d) RBF shall only be obligated to effect one Demand Registration. (e) The Holder of a majority of the Registrable Securities proposed shall have the right to be registered by the Initiating Rights Holders so elect, decide whether or not the offering of the securities will be an underwritten offering and shall have the right to choose such underwriter or underwriters. (f) If RBF registers Registrable Securities pursuant to Section 4, and in connection therewith offers to include all Registrable Securities in such registration statement and fulfills in all material respects the substantive requirements of a Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to all Registrable Securities held by that the Rights Holders initiated pursuant request to be included in the Piggyback Registration, then this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request 3 shall be of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestno further force and effect. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) Within sixty (60) days from the Closing Date, NCTI shall file a registration statement with the SEC relating to the NCTI Signing Shares and use commercially reasonable efforts to cause such registration statement pertaining to the NCTI Shares to be declared effective, provided that, Sellers shall be deemed to have notified NCTI as of the Closing Date of one Demand Registration (as defined below) for all of the NCTI Shares. (b) (( On or after the Closing Date, Sellers may notify NCTI that it intends to offer or cause to be offered for public sale all or any date after March 15, 2001, the holders of at least fifty percent (50%) portion of the Registrable Securities then outstanding (and request that NCTI file a registration statement with the "Initiating Rights Holders") may request in writing registration under the Act SEC covering such Shares (a "Demand Registration"). The Demand Upon receipt of such notification referred to in the preceding sentence, NCTI will use commercially reasonable efforts to cause such Registrable Securities as may be requested by Sellers to be registered under the Securities Act, pursuant to an effective registration statement (the "Registration request shall specify Statement") on such form as may then be available to NCTI, as elected by NCTI, and to keep such Registration Statement effective (subject to Section 8.4 hereof) until the amount earlier of: (i) the date 180 days from the date of effectiveness thereof, or (ii) the date on which all of the Registrable Securities proposed registered thereunder are sold or (iii) the date on which Registrable Securities cease to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2Securities; provided, however, that any Sellers must request registration proceeding begun in such Demand Registration of at least such number of NCTI Common Stock (rounded up to the nearest whole number) as is determined by dividing One Million Dollars (US $1,000,000) by the Post-Closing Share Price. Sellers shall be entitled to three (3) Demand Registrations (including the Demand Registration deemed notified at Closing) as provided herein. Notwithstanding the foregoing, NCTI may postpone its obligation to use commercially reasonable efforts to cause such Registrable Securities to be registered pursuant to this Section 10.2 that is subsequently withdrawn at a Registration Statement to be declared effective by the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement SEC for a reasonable period of up time not to ninety (90) exceed 180 days after from the date of a request for registration pursuant to this Section 10.2 Closing Date, if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company NCTI determines in good faith that (Ai) it is in possession such registration may have a material adverse effect on any plan or proposal by NCTI or any of materialtheir affiliates (as defined under the Securities Act) with respect to any financing, non-public information concerning an acquisition, mergersale, recapitalization, consolidationpending registrations of securities, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Companytransaction, or (zii) NCTI is in possession of material non-public information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in other material adverse consequences to NCTI, or any of their affiliates. NCTI shall provide prompt written notification to Sellers of its exercise of such right to delay registration, and the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President duration of the Company stating that, in delay. (c) Sellers shall not adversely effect the good faith judgment distribution of the Board Registrable Securities by means of Directors any manner of the Companyunderwritten offering. (d) All Registration Expenses shall be borne solely by NCTI. All Selling Expenses shall be borne solely by Sellers, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementunless in connection with any commission-free sales program established by NCTI.

Demand Registration. XLV shall have the right on any two (a2) On any date after March 15, 2001, occasions between the holders of at least fifty percent (50%) second and fourth anniversary of the Registrable Effective Date to make a written request of LASX for registration with the Securities then outstanding and Exchange Commission (the "Initiating Rights HoldersSEC") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify , under and in accordance with the amount provisions of the Securities Act, for the offer and sale by XLV of the Shares issued pursuant to this Agreement (the "Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desiredSecurities"). Upon the receipt of the written request by XLV of a Demand Registration requestRegistration, LASX shall prepare and file with the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen SEC, within sixty (1560) days after following the receipt of such request, a registration statement on Form S-3 (or another appropriate form) (the Company shall give written notice thereof to all other Rights Holders "Demand Registration Statement") for the offer and include in such registration all sale by XLV of the Registrable Securities held and use reasonable efforts to have each such Demand Registration Statement declared effective by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to SEC as promptly as reasonably practicable after the filing of thereof with the registration statementSEC. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company LASX shall use its reasonable best efforts to cause any keep such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as Statement and the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared prospectus used in connection therewith effective and remains effective in compliance with applicable law for a period of at least ninety twelve (9012) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering months (the "Approved UnderwriterEffectiveness Period"); provided, that the Approved Underwriter shall, in any case, be acceptable . All expenses incident to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under LASX's performance or compliance with this Section 10.2 except in accordance with the following provisions: (i7(a) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held paid by the Rights Holders initiated pursuant to this Section 10.2LASX; provided, however, that XLV shall be responsible for and shall pay any registration proceeding begun pursuant underwriting, brokerage or selling agent's fees, discounts or commissions, and shall be responsible for and pay all legal fees and expenses of counsel to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders XLV or counsel to any underwriter or selling agent. In connection with any underwritten offering to which LASX shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its conditionhave consented, businessLASX shall provide, or prospects which is different from that generally known cause to be provided, such representations, warranties, covenants, opinions, "cold comfort" letters, indemnifications, opportunities for due diligence and other matters, and shall take all such other reasonable actions, as are customary in underwritten public offerings of securities. Failure of LASX to cause the Rights Holders at the time of their request. Demand Registration Statement to be declared effective within one hundred fifty (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60150) days of filing shall result in a sum payable to XLV by LASX (the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement."Registration Penalty"

Demand Registration. (a) On Upon receipt of a Notice from any date after March 15, 2001Holder, the holders of at least fifty percent Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (50%each, a “Registration Statement”) providing for the resale of the Registrable Securities then outstanding (identified in such Notice, which may, at the "Initiating Rights Holders") may request in writing registration under option of the Act (Holder giving such Notice, be a "Demand Registration"). The Demand Registration request shall specify Statement that provides for the amount resale of the Registrable Securities proposed from time to be sold, time pursuant to Rule 415 under the intended method of disposition thereof and Securities Act. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the jurisdictions in which registration is desired. Upon the receipt initial filing of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate Statement and to prepare remain effective and available for the registration resale of the Registrable Securities to be registered. Within fifteen by the Selling Holders named therein until the earlier of (15i) days after six months following such Registration Statement’s effective date and (ii) the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration date on which all Registrable Securities held covered by such Registration Statement have been sold. In the event one or more Holders request in a Rights Holder from whom the Company has received Notice to dispose of a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30 million in the aggregate pursuant to be registereda Registration Statement in an Underwritten Offering, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company Partnership shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders retain underwriters that are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant reasonably acceptable to such Demand Registration shall be Selling Holders in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights order to permit such Selling Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; such disposition through an Underwritten Offering; provided, however, that any registration proceeding begun pursuant the Partnership shall have the exclusive right to this Section 10.2 select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is subsequently withdrawn at reasonably acceptable to the request Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the Rights Holders underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall not be so counted if such withdrawal is based upon material adverse information relating reduced on a Pro Rata basis to the Company or its condition, business, or prospects which is different aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from that generally known such Underwritten Offering by notice to the Rights Holders at Partnership and the time of their request. (ii) The Company may delay managing underwriter; provided, such notice is delivered prior to the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time launch of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementUnderwritten Offering.

Demand Registration. (a) On The Covered Holders shall have the right, on not more than two occasions in the aggregate, occurring no more frequently than once during any date after March 15six month period, 2001, the holders of at least fifty percent (50%) of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, require the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior subject to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (bnext sentence) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file register for offer and cause to become effective sale under the Securities Act all or a portion of the Registrable Securities then outstanding; provided, however, that, without limiting the foregoing, if the Company is S-3 Eligible during any calendar year, then the Covered Holders shall also have the right, on not more than one registration statement with respect two occasions in the aggregate during such calendar year, to require the Company to register for offer and sale pursuant to a Registration Statement on Form S-3 (which shall be a "shelf" Registration Statement pursuant to Rule 415 under the Securities Act, or a successor provision) if so requested by a majority of the Covered Holders (which majority shall be calculated based on the number of Registrable Securities held by all Covered Holders) all or a portion of the Rights Registrable Securities then outstanding. As promptly as practicable after the Company receives a notice from the Covered Holders initiated pursuant (a "Demand Notice") demanding that the Company register for offer and sale under the Securities Act Registrable Securities having as to this each Registration an expected aggregate offering price of at least $10,000,000, subject to Section 10.22(b), the Company shall (i) file with the Commission a Registration Statement relating to the offer and sale of the Applicable Securities on Form S-3, or if Form S-3 is not available, on such other form as the Company may reasonably deem appropriate and, thereafter, (ii) use all reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the date of filing of such Registration Statement; provided, however, that any no Covered Holder shall be entitled to be named as a selling stockholder in the Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Covered Holder is an Electing Holder. Subject to Section 2(b), the Company shall use all reasonable efforts to keep each Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Covered Holders for resales of Registrable Securities for an Effectiveness Period ending on the earlier of (i) 90 days from the Effective Time of such Registration Statement (two years in the case of a shelf registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at Rule 415 or any successor rule thereto on Form S-3) and (ii) such time as all of such securities have been disposed of by the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestselling stockholders. (iib) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of If the Company determines in good faith based upon the advice of counsel that (A) it is the use of such Registration would result in possession a disclosure of material, non-public information concerning an that would materially and adversely affect any proposed or pending material acquisition, merger, recapitalization, consolidation, reorganization business combination or other material transaction by or involving the Company and that such disclosure is not in the best interests of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Companyits stockholders, or (z) the Company shall furnish have the right (i) to postpone (or, if necessary or advisable, withdraw) the Rights Holders filing, or delay the effectiveness, of a certificate signed by Registration Statement, (ii) to fail to keep such Registration Statement continuously effective and (iii) not to amend or supplement the Chief Executive Officer Registration Statement or President included Prospectus after the effectiveness of the Registration Statement; provided that no one such postponement shall exceed 90 days in any six month period and all such postponements shall not exceed 120 days in the aggregate in any 12 month period. The Company stating shall advise the Purchasers of any such determination as promptly as practicable. (c) The Company may include in any registration requested pursuant to Section 2(a) hereof other securities for sale for its own account or for the account of another Person, provided that such inclusion shall not affect the number of Applicable Securities that can be sold in the related offering. In connection with an underwritten offering, if the managing underwriter or underwriters advise the Company in writing that in its or their opinion the number of Applicable Securities requested by Covered Holders to be registered exceeds the number which can be sold in such offering, the Company shall include in such Registration the number of Applicable Securities that, in the good faith judgment opinion of such managing underwriter or underwriters, can be sold as follows: (i) first, the Applicable Securities requested to be registered, pro rata among the Covered Holders that have requested their Applicable Securities to be registered and (ii) second, any other securities requested to be included in such Registration. (d) The Covered Holders requesting any Registration pursuant to Section 2(a) hereof shall have the right to withdraw such request, without such Registration being deemed to have been effected (and, therefore, requested) for purposes of Section 2(a), (i) prior to the time the Registration Statement in respect of such Registration has been declared effective, (ii) upon the issuance by a governmental agency or the Commission of a stop order, injunction or other order which interferes with such Registration, (iii) upon the Company availing itself of Section 2(b) hereof, or (iv) if such Covered Holders are prevented pursuant to Section 2(c) hereof from selling all of the Board Applicable Securities they requested to be registered. Notwithstanding the foregoing, the Registration requested by such Covered Holders shall be deemed to have been effected (and, therefore, requested) for purposes of Directors Section 2(a) hereof if the Covered Holders withdraw any Registration request pursuant to Section 2(a) hereof (i) after the Commission filing fee is paid in full with respect to all Applicable Securities requested to be registered or (ii) as a result of the provisions of Section 2(c) hereof in circumstances where at least 75% of the Applicable Securities requested to be included in such Registration by the Covered Holders demanding such Registration have been included, and in each case, (x) the Company has not availed itself of Section 2(b) or Section 7(j) with respect to such Registration request or (y) the Company has availed itself of Section 2(b) or Section 7(j) hereof and the withdrawal request is not made within 10 days after the termination of the suspension period occasioned by the Company's exercise of its rights under Section 2(b) or Section 7(j) hereof. If the Covered Holders withdraw a request pursuant to Section 2(a) but the Company nevertheless determines to complete, it would otherwise within 30 days after such withdrawal, the Registration so requested as to securities other than the Applicable Securities, such Covered Holders shall be seriously detrimental entitled to participate in such Registration pursuant to Section 3 hereof, but in such case the Intended Offering Notice (as defined in Section 3) shall be required to be given to the Covered Holders at least 10 business days prior to the anticipated filing date of the registration statement and such Covered Holders shall be required to give the Piggy-back Notice no later than 5 business days after the Company's delivery of such Intended Offering Notice. (e) In the event that any Registration pursuant to this Section 2 shall involve, in whole or in part, an underwritten offering, one co-lead managing underwriter shall be selected by the Company and its investors for such registration statement shall be reasonably acceptable to the Covered Holders participating therein, and the other co-lead managing underwriter shall be filed selected by the Covered Holders participating therein and it is therefore essential shall be reasonably acceptable to defer the filing of such registration statementCompany.

Demand Registration. (a) On any date after March 15, 2001or prior to each Filing Date, the holders Company shall prepare and file with the Commission a Registration Statement covering the resale of at least fifty percent (50%) all or such maximum portion of the Registrable Securities then outstanding as permitted by SEC Guidance (provided that the "Initiating Rights Holders") may request in writing Company shall use diligent efforts to advocate with the Commission for the registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of all of the Registrable Securities proposed in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be sold, made on a continuous basis pursuant to Rule 415. In the intended method event that the number of disposition thereof and Shares and/or Warrant Shares held by the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days Purchasers increases after the receipt of such requestinitial Filing Date, The Company agrees to amend the Company shall give written notice thereof Registration Statement to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Purchasers. The Registration Statement shall be on Form S-1 (except if the Company has received a written request is not then eligible to register for inclusion therein resale the Registrable Securities on Form S-1, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least ten (10an 85% majority in interest of the Holders) days substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the filing applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration statement. Each such request will also specify of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by warrants and other derivative securities (including the Warrants purchased on the date hereof) of the Company then subject to registration under the Registration Statement (applied, in the case that some warrants may be registered, on a pro rata basis based on the intended method total number of disposition thereof unregistered warrants), second by securities held directly or indirectly by either a director or officer of the Company or holder of greater than ten percent (10%) of the Company’s securities, except for Purchasers or affiliates thereof, and third by the jurisdictions remaining Common Stock (applied, in which registration is desiredthe case that some Common Stock may be registered, on a pro rata basis based on the total number of unregistered Common Stock). (b) The If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall use be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 10 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by its reasonable best efforts Effectiveness Date, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to cause remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 15 calendar days (which need not be consecutive calendar days) during any 12-month period (any such Demand Registration failure or breach being referred to become effective as an “Event”, and for purposes of clause (i), and (iv) the date on which such Event occurs, and for purpose of clause (ii) the date on which such five Trading Day period is exceeded, and for purpose of clause (iii) the date which such 10 calendar day period is exceeded, and for purpose of clause (v) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not later than one hundred twenty (120have been cured by such date) days after it receives 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 request penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder. The parties agree that the Company shall not be liable for liquidated damages under this Section 10.2Agreement with respect to any Warrants or Warrant Shares or to the extent of the amount of Common Stock excluded from a Registration Statement pursuant to SEC Guidance that sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement. A registration requested If the Company fails to pay any partial liquidated damages pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 10.2; provided, however, that any registration proceeding begun pursuant to this Section 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a request for registration pursuant to this Section 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of Shares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish month prior to the Rights Holders a certificate signed by the Chief Executive Officer or President cure of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementan Event.