Common use of Demand Registration Clause in Contracts

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement.

Demand Registration. (a) If at any time or from time to time the Company shall receive a written request from (ix) Provided a Holder or Holders holding more than 15% of the then outstanding Registrable Securities (assuming for this purpose that all Preferred Shares are converted in full, and irrespective of any limitations on conversion contemplated by the Certificates of Designations of such stock) or (y) any Initial Investor Holder (such requesting Person(s), the “Requesting Holders”), that the Company does not have effect the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act of all or any portion of such Requesting Holders’ Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request, a “Demand Registration”) at least 21 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Holders, and the Company shall effect (subject to the limitations set forth in Sections 2.01(e) hereof), as expeditiously as possible, the registration under the Securities Act of: (i) all Registrable Securities for which the Requesting Holders have requested registration under this Section 2.01, and (ii) all other Registrable Securities that any other Holders (all such Holders, together with the Requesting Holders, the “Registering Holders”) have requested the Company to register by request received by the Company within 14 days after such Holders receive the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods of disposition specified in such request) of the Registrable Securities designated so to be registered; provided that no Person may participate in any registration statement pursuant to this Section 2.01(a) for an underwritten offering unless such Person agrees to sell its Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Requesting Holders (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder(s)Holder has requested the Company to include in such transaction) and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Registering Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person’s ownership of its Registrable Securities to be transferred free and clear of all liens, claims and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (iii) such matters as may be reasonably requested pertaining to such Person’s compliance with securities laws; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person shall be in proportion thereto; and provided, further, that such liability shall be limited to the net amount received by such Person from the sale of its Registrable Securities pursuant to such offering; provided that, subject to Section 2.01(d) hereof, the Company shall not be obligated to: (A) effect any Demand Registration pursuant to clause (x) of the estimated fair market value first paragraph of this Section 2.01(a) unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be registered is equal to included by all Registering Holders in such Demand Registration are at least $10 50 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(sdeducting underwriting discounts and commissions), in the aggregate, shall only be entitled to ; (B) effect more than one Demand Registration per calendar year Initial Investor Holder pursuant to clause (y) of the provisions first paragraph of this Section 3(a)(i2.01(a) unless any or effect more than two Demand Registrations per Initial Investor Group pursuant to clause (y) of the first paragraph of this Section 2.01(a) (it being understood that the limitations in this clause (B) shall not limit rights to Demand Registrations pursuant to clause (x) of the first paragraph of this Section 2.01(a)); (C) effect a Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional within 180 days of having effected a prior Demand Registration pursuant hereto. Following to this Section 2.01. (b) Promptly after the time that expiration of the 14-day period referred to in Section 2.01(a)(ii) hereof, the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of will notify all Registering Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions identities of the other Registering Holders and the number of shares of Registrable Securities Act all or requested to be registered. At any portion time prior to the effective date of the registration statement relating to such registration, the Requesting Holders holding a majority of the Registrable Securities designated requested by such Holder(sRequesting Holders to be included in such registration may revoke such request without liability to any of the other Registering Holders, by providing a notice to the Company revoking such request. (c) The Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such registration is effected. (d) A Demand Registration shall not be deemed to have occurred: (i) unless (A) the registration statement relating thereto shall have become effective under the Securities Act and shall have remained effective for a period of at least 180 consecutive days (or such shorter period in which all Registrable Securities of the Registering Holders included in such registration have actually been sold thereunder), provided that such registration shall not be considered a Demand Registration if, after such registration statement becomes effective, such registration statement (or the use of the related prospectus) is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, and (B) if in connection with an underwritten offering, all customary conditions in the applicable underwriting agreement shall have been satisfied, other than any failure primarily due to an act, omission or misrepresentation of a Holder participating therein; providedor (ii) if due to the Demand Maximum Offering Size provision of Section 2.01(e) hereof, howeverless than 75% of the Registrable Securities of the Requesting Holders sought to be included in such registration are included. (e) If a Demand Registration involves an underwritten public offering and the managing underwriter advises the Requesting Holders that, in its view, the number of shares that the estimated fair market value Registering Holders 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 shares can be sold (the “Demand Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Demand Maximum Offering Size: (i) first, all Registrable Securities requested to be registered is at least $10 million by the Requesting Holders and all Registrable Securities requested to be included in such registration by any other Registering Holders (or allocated, if necessary for the entire amount offering not to exceed the Demand Maximum Offering Size, pro rata among such Requesting Holders and other Registering Holders on the basis of the relative number of Registrable Securities then owned so requested to be included in such registration by each); and (ii) second, any shares of Common Stock proposed to be registered by the Holders if Company for its own account. (f) The Company may defer the estimated fair market value filing (but not the preparation) of a registration statement required by Section 2.01 hereof until a date not later than 90 days after the date of the remaining Registrable Securities request to file such registration statement if (i) at the time the Company receives the request to register shares, the Company is less than $10 millionengaged in confidential negotiations or other confidential business activities or the Board of Directors of the Company determines that the Company is at such time otherwise in possession of material non-public information with respect to the Company, in each case, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), providedand the Board of Directors of the Company determines in good faith that such public disclosure at that time would be materially detrimental to the Company and its stockholders (other than, howeverif applicable, that there shall be no more than five the Holders requesting such registration), or (5ii) Demand Registrations prior to receiving the request to register shares, the Board of Directors of the Company had resolved to effect a registered underwritten public offering of Company equity securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is actively proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this AgreementSection 2.01(f) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are terminated or publicly disclosed (or such material non-public information has been publicly disclosed), or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.01(f), the Company shall promptly (but in any event within 7 days), upon determining to seek such deferral, deliver to each Holder requesting such registration a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.01(f) and (unless such Holder had previously requested in writing that the Company not disclose to it such information under this paragraph) a general statement of the reason for such deferral and an approximation of the anticipated delay (to the extent it shall be legally permissible for the Company to so disclose such information to such Holder). The Company may defer the filing of a registration statement pursuant to this Section 2.01(f) only once in any 360-day period and the period of deferrals shall not exceed 90 days in the aggregate over any 360-day period.

Demand Registration. (a) Form S-1 Demand. If at any time one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty-five percent (35%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty-five percent (35%) of the Registrable Securities then outstanding in which the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million, then the Company shall (i) Provided within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Company does not have the Registration Statement filed pursuant Initiating Holders requested to Section 2 effective be registered and usable any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder or group to the Company within twenty (20) days of Holders requesting a the date the Demand Registration under this SectionNotice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3. (b) Form S-3 Demand. If at any time after the date that when it is eligible to use a Form S-3 registration statement, the Company becomes receives a registrant under the Exchange Act, any Holder or group request from Holders of Holders holding, in the aggregate, at least ten percent (10%) or more of the Registrable Securities issued and then outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to that the Company (file a “Demand Notice”)Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, to request net of Selling Expenses, of at least $5 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to register under all Holders other than the Initiating Holders and (ii) as soon as practicable, and in accordance with any event within forty-five (45) days after the provisions of date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is equal given, and in each case, subject to at least $10 million the limitations of Sections 2.1(c) and 2.3. (or c) Notwithstanding the entire amount of Registrable Securities then owned foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Holders if Company’s chief executive officer stating that in the estimated fair market value good faith judgment of the remaining Registrable Securities is less than $10 million), and (y) prior Board it would be materially detrimental to the time the Company is eligible and its stockholders for such registration statement to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not either become effective or is not maintained in effect for the respective periods set forth in Section 3(c)remain effective, in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that then the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after the request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Initiating Holders is given; provided, however, that the estimated fair market value Company may not invoke this right more than twice in any twelve (12) month period (which may be for consecutive sixty (60) day periods aggregating to one hundred twenty (120) days); and provided further that the Company shall not register any securities or instruments for its own account or that of any other stockholder during such period other than an Excluded Registration. (d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the Registrable Securities requested date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to be registered is at least $10 million cause such registration statement to become effective; (ii) after the Company has effected two registrations pursuant to Section 2.1(a) or (iii) if the entire amount Initiating Holders propose to dispose of shares of Registrable Securities then owned that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(b) (A) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective or (B) if the Company has effected two registrations pursuant to Section 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders if withdraw their request for such registration, elect not to pay the estimated fair market value of the remaining Registrable Securities is less than $10 million)registration expenses therefor, providedand forfeit their right to one demand registration statement pursuant to Section 2.6, however, that there in which case such withdrawn registration statement shall be no more than five (5) Demand Registrations pursuant to counted as “effected” for purposes of this AgreementSection 2.1(d).

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this SectionIf, at any time at least 180 days after the closing date of the IPO, the Company receives a request from the Initiating Holders that the Company becomes file a registrant under Form S-1 registration statement covering either (x) the Exchange Act, any Holder or group potential sale of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any a portion of the Registrable Securities designated by such Holder(s); provided, however, that then outstanding with an anticipated aggregate offering price (xexcluding the offering price of any shares subject to an over-allotment option) the estimated fair market value of at least $7,500,000 or (y) all of the Registrable Securities then held by a Comprehensive Rights Holder whose rights under this Agreement have not terminated pursuant to Section 11, then the Company shall: (A) within ten days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (B) as soon as practicable, and in any event within sixty days after the date such request is given by the Initiating Holders, use its reasonable best efforts to file and make effective a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be registered is equal included in such registration by any other Holders, as specified by notice given by each such Holder to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value Company within twenty days of the remaining Registrable Securities date the Demand Notice is less than $10 million)given, and (y) prior in each case, subject to the limitations of Section 2(a)(iii) and Section 3. (ii) If at any time the Company when it is eligible to use a Form S-3 for registration statement, the Company receives a request from the Initiating Holders that the Company file a Form S-3 registration statement covering either (x) the potential sale of all or a portion of the Registrable Securities for resalethen outstanding with an anticipated aggregate offering price (excluding the offering price of any shares subject to an over-allotment option) of at least $3,750,000 or (y) all of the Registrable Securities then held by a Comprehensive Rights Holder whose rights under this Agreement have not terminated pursuant to Section 11, then the Company shall: (A) within ten days after the date such Holder(s)request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (B) as soon as practicable, and in any event within 45 days after the date such request is given by the Initiating Holders, file and make effective a Form S-3 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2(a)(iii) and Section 3. (iii) Notwithstanding the foregoing obligations, if the Company furnishes to Initiating Holders requesting a registration pursuant to this Section 2(a) a certificate signed by the Company’s Chief Executive Officer stating that in the aggregate, shall only good faith judgment of the Board of Directors of the Company it would be entitled to one Demand Registration per calendar year pursuant materially detrimental to the provisions of this Section 3(a)(i) unless any Demand Registration does not Company and its stockholders for such registration statement to either become effective or is not maintained in effect remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (A) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the respective periods set forth in Section 3(c)Company, in which case the relevant Holder(s(B) will be entitled to an additional Demand Registration pursuant hereto. Following the time require premature disclosure of material information that the Company becomes eligible has a bona fide business purpose for use of Form S-3 preserving as confidential, or (C) render the Company unable to comply with requirements under the Securities Act or any successor form)Exchange Act, any Holder or group of Holders holding, in then the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than 120 days after the request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Initiating Holders is given; provided, however, that the estimated fair market value Company may not invoke this right more than once in any consecutive twelve-month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such 120-day period other than Excluded Registrations. (iv) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2(a) (A) after the Company has effected a total of four registrations pursuant thereto, or (B) if the Company has effected a registration pursuant to Section 2(a) within the six-month period immediately preceding the date of such request. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2(a)(i) (A) during the period that is sixty days before the Company’s good faith estimate of the Registrable Securities requested date of filing of, and ending on a date that is 180 days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to be registered is at least $10 million cause such registration statement to become effective, or (or B) if the entire amount Initiating Holders propose to dispose of Registrable Securities then owned that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2(a)(ii). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2(a)(ii) during the period that is thirty days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective. A registration shall not be counted as “effected” for purposes of this Section 2(a)(iv) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders if withdraw their request for such registration, elect not to pay the estimated fair market value of the remaining Registrable Securities is less than $10 million)registration expenses therefor, providedand forfeit their right to one demand registration statement pursuant to Section 6, however, that there in which case such withdrawn registration statement shall be no more than five (5) Demand Registrations pursuant to counted as “effected” for purposes of this AgreementSection 2(a)(iv).

Demand Registration. (a) After the first to occur of the consummation of the Initial Public Offering and December 23, 1996, upon the writ ten request of any holder or holders of at least 662/3% of the outstanding Registrable Securities issued or issuable upon conversion of the Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock requesting that the Company effect the registration under the Securities Act of all or part of such holder's or holders' Registrable Securities and specifying the number thereof to be registered by each such holder and the intended method of disposition thereof, the Company will, as expeditiously as possible, give written notice of such request to all holders of Registrable Securities, and shall thereupon use its reasonable best efforts to effect the registration under the Securities Act, subject to Section 6.1(e), of: (i) Provided that the Registrable Securities which the Com pany has been so requested to register by such holder or holders; and (ii) all other Registrable Securities which the Company does not have has been requested to register by any other holder thereof by written request given to the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time Company within 30 calendar days after the date that giving of such written notice by the Company becomes a registrant under (which request shall specify the Exchange Actintended method of disposition of such Registrable Securities), any Holder or group of Holders holding, all to the extent necessary to permit the disposition (in accordance with the aggregate, ten percent (10%intended methods thereof as aforesaid) or more of the Registrable Securities issued so to be registered. Notwithstanding the foregoing provisions of subsection 6.1(a), the Company shall not be obligated to file more than three registration statements pursuant to this Section 6.1(a) and outstanding immediately following shall not be obligated to file any registration statement pursuant to this Section 6.1(a) where the effective date proposed aggregate offering price of the Plan securities to be sold thereunder is less than $5 million. (b) After the first anniversary of the Initial Public Offering, upon the written request of any holder or holders of a majority of the outstanding Registrable Securities issued or issuable upon conversion of the Series E Preferred Stock (the “Initial Outstanding Amount”"Requesting Series E Holders") requesting that the Company effect the registration under the Securities Act of all or part of the Requesting Series E Holders' Registrable Securities and specifying the number thereof to be registered by each such holder and the intended method of disposition thereof, the Company will, as expeditiously as possible, give written notice of such request to all holders of Registrable Securities, and shall thereupon use its reasonable best efforts to effect the registration under the Securities Act, subject to Section 6.1(f), shall have of: (i) the right, Registrable Securities which the Com pany has been so requested to register by the Requesting Series E Holders; and (ii) all other Registrable Securities which the Company has been requested to register by any other holder thereof by written notice request given to the Company within 30 calendar days after the giving of such written notice by the Company (a “Demand Notice”which request shall specify the intended method of disposition of such Registrable Securities), all to request the Company extent necessary to register under and permit the disposition (in accordance with the provisions of the Securities Act all or any portion intended methods thereof as aforesaid) of the Registrable Securities designated by such Holder(sso to be registered. Notwithstanding the foregoing provisions of subsection 6.1(b); provided, however, that (xthe Company shall not be obligated to file more than one registration statement pursuant to this Section 6.1(b) and shall not be obligated to file any registration statement pursuant to this Section 6.1(b) where the estimated fair market value proposed aggregate offering price of the Registrable Securities requested securities to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities sold thereunder is less than $10 5 million), and . (yc) prior to the At such time as the Company is eligible to use Form S-3 shall have qualified for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor formsimilar form or forms promulgated by the Commission), any Holder or group the holders of Holders holding, in the aggregate, ten percent (10%) or more % of the Initial Outstanding Amount, then outstanding Registrable Securities shall have the right to request the registration of Registrable Securities on Form S-3. The Company shall give prompt written notice of each such proposed registration to register under and in accordance with all other record holders of Registrable Securities. Subject to Section 6.1(e) hereof, such other holders shall have the provisions right, by giving written notice to the Company within 30 days from receipt of the Securities Act all or any portion Company's notice, to elect to have included in such registration such of the their Registrable Securities designated by as such Holder(s)holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 of all Registrable Securities which the Company has been requested to register; provided, however, that the estimated fair market value Company shall not be obligated to file and use its reasonable best efforts to cause to become effective (i) more than one registration on Form S-3 in any one year period or (ii) any such registration statement where the proposed aggregate offering price of the Registrable Securities requested securities to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities sold thereunder is less than $10 2 million. In addition, the Company shall not be obligated to file and use its reasonable best efforts to cause to become effective more than three registration statements pursuant to which Registrable Securities are to be sold pursuant to this Section 6.1(b). Three registrations effected on Form S-3 pursuant to this Section 6.1(b) shall not be counted as demand registrations pursuant to Section 6.1(a) hereof. (d) At such time as the Company shall have qualified for the use of Form S-3 (or any similar form or forms promulgated by the Commission), the Requesting Series E Holders shall have the right to request the registration of Registrable Securities on Form S-3. The Company shall give prompt written notice of such proposed registration to all other record holders of Registrable Securities. Subject to Section 6.1(f) hereof, such other holders shall have the right, by giving written notice to the Company within 30 days from receipt of the Company's notice, to elect to have included in such registration such of their Registrable Securities as such holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 of all Registrable Securities which the Company has been requested to register; provided, however, that there the Company shall not be no obligated to file and use its reasonable best efforts to cause to become effective (i) more than five (5) Demand Registrations one registration on Form S-3 pursuant to this AgreementSection 6.1(d) or (ii) any such registration statement where the proposed aggregate offering price of the securities to be sold thereunder is less than $2 million. A registration effected pursuant to this Section 6.1(d) shall not be counted as a demand registration pursuant to Section 6.1(b) hereof. (e) The Company may include in a registration requested under Sections 6.1(a) or 6.1

Demand Registration. (a) Upon the earlier of (i) Provided that the fifth anniversary of the date of this Agreement and (ii) the six-month anniversary of the Company’s IPO, the Company does agrees that, upon the written request of either RN Stockholder or MTVN Stockholder so long as RN Stockholder or MTVN Stockholder, as applicable, owns at least twenty-five percent (25%) of the then outstanding shares of Voting Stock (the “Initiating Holders”) (a “Demand Registration”), it will as promptly as reasonably practical (but in any event within 45 days of receipt of such request) prepare and file a registration statement under the Securities Act (a “Registration Statement”, which term will include any amendments thereto and any documents incorporated by reference therein); provided that (i) the Company will not have the be obligated to effect (x) a Demand Registration if a Registration Statement filed pursuant to this Section 6.01 or Section 6.02 in which the holders of Registrable Securities had the right to include Registrable Securities was declared effective within 12 months prior to the date of the request for a Demand Registration, so long as the number of Registrable Securities which the holders of Registrable Securities requested to include in such Registration Statement was not reduced pursuant to Section 2 effective 6.03 or (y) more than one Demand Registration (other than Demand Registrations taking the form of Shelf Options) for each of RN Stockholder and usable MTVN Stockholder (for a total of up to such Holder or group of Holders requesting two Demand Registrations) under this Agreement and (ii) the Registrable Securities for which a Demand Registration under this Sectionhas been requested will have a value (based on the average closing price per share of the Common Stock (or any successor security) for the ten trading days preceding the delivery of the Initiating Holders’ request for such Demand Registration, at any time after or, if such average trading information is not available, as determined in good faith by the date that the Company becomes a registrant under the Exchange Act, any Holder or group Board) of Holders holdingnot less than $10,000,000 (or, in the aggregatecase of a Shelf Option, $5,000,000); provided further that no registration will be counted towards the limitation in clause (i)(y) of the previous proviso unless all Registrable Securities requested to be registered where so registered or such registration was withdrawn at the request of the Initiating Holders (other than as a result of a material adverse change to the Company). Each such request for a Demand Registration by the Initiating Holders will specify the number of shares of Registrable Securities proposed to be offered for sale and will also specify the intended method of distribution thereof and, following receipt of such demand, the Company will give written notice of such Demand Registration to the holders of Registrable Securities (other than the Initiating Holders) as soon as practicable (but in no event less than 30 days before the anticipated filing date), and upon the written request, given within 15 days after delivery of any such notice by the Company, of any such holder of Registrable Securities (other than the Initiating Holders) to include in such Demand Registration Registrable Securities (which request shall specify the number of Registrable Securities proposed to be included in such registration), the Company will cause all such Registrable Securities to be included in such registration on the same terms and conditions as the Registrable Securities of the Initiating Holders. Upon the written request of Initiating Holders holding at least ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following then outstanding, the effective date of Demand Registration shall be effected by filing the Plan Registration Statement on Form S-3 (if such form is available for such offering or, if such form is not available for such offering, other appropriate form) (the “Initial Outstanding AmountShelf Registration Statement”), shall have ) which provides for the right, sale by written notice given the Participating Stockholders of their Registrable Securities from time to the Company (a “Demand Notice”), time in underwritten public offerings pursuant to request the Company to register Rule 415 under and in accordance with the provisions of the Securities Act all (the “Shelf Option”); provided that (i) the Initiating Holders may not elect the Shelf Option if the request thereunder is in connection with or would constitute the Company’s IPO and (ii) the Initiating Holders may not elect more than one Shelf Option within any portion 365 day period. (b) The Company agrees to use its commercially reasonable efforts (i) to cause any Registration Statement to be declared effective (unless it becomes effective automatically upon filing) as promptly as reasonably practicable after the filing thereof and (ii) to keep such Registration Statement effective for a period of (x) not less than 90 days or, if earlier, the period sufficient to complete the distribution of the Registrable Securities designated pursuant to such Registration Statement or (y) in the case of a Shelf Registration Statement, for a period ending on the first date on which all the Registrable Securities covered by such Holder(sShelf Registration Statement have been sold pursuant to such Shelf Registration Statement, but in no event longer than 180 days. The Company shall be deemed not to have used its commercially reasonable efforts to keep a Registration Statement effective during the requisite period if it voluntarily takes any action that would result in the Participating Stockholders not being able to offer and sell their Registrable Securities included in such offering during that period, unless such action is required by applicable Law or is pursuant to Section 6.06. The Company further agrees to supplement or make amendments to the Registration Statement as may be necessary to keep such Registration Statement effective for the period set forth in clause (ii) above, including (A) to respond to the comments of the SEC, if any, (B) as may be required by the registration form utilized by the Company for such Registration Statement or by the instructions applicable to such registration form, (C) as may be required by the Securities Act or the rules and regulations thereunder or (D) the Company as may be reasonably requested in writing by any Participating Stockholder or any Underwriter. The Company agrees, at least ten days before filing with the SEC a Registration Statement or prospectus and at least two days before filing with the SEC any amendments or supplements thereto, to furnish to the Underwriters, if any, to the Participating Stockholders, and to one counsel selected by the Participating Stockholders copies of all such documents proposed to be filed, which documents shall be subject to the review and reasonable comments of such Persons. (c) In the event an offering of shares of Registrable Securities involves one or more Underwriters, MTVN Stockholder and RN Stockholder (provided that they are Participating Stockholders in such offering) will jointly (and if only one such Stockholder is a Participating Stockholder in such offering, such Stockholder acting individually) select the lead bookrunning Underwriter and any additional Underwriters in connection with the offering, subject to the reasonable approval of the Company. (d) Notwithstanding the foregoing provisions of this Section 6.01, the holders of Registrable Securities may not request a Demand Registration during a period commencing upon filing (or earlier, but not more than 30 days prior to such filing upon notice by the Company to the holders of Registrable Securities that it so intends to file) a Registration Statement for Equity Securities of the Company (for its own account or for any other security holder) and ending (i) 90 days after such Registration Statement is declared effective by the SEC (or becomes automatically effective) or up to 180 days in the case of an underwriting if and to the extent requested by the lead Underwriter, (ii) upon the withdrawal of such Registration Statement or (iii) 30 days after such notice if no such Registration Statement has been filed within such 30-day period, whichever occurs first; provided that the foregoing limitation will not apply if the holders of Registrable Securities were not given the opportunity, in violation of Section 6.01(a) or 6.02, to include its Registrable Securities in the Registration Statement described in this Section 6.01(d); provided, howeverfurther, that (x) in no event will the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount holders of Registrable Securities then owned by the be restricted hereunder for more than 180 days in any 12-month period. (e) The Initiating Holders will be permitted to rescind a Demand Registration at any time; provided that if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resaleInitiating Holders rescind a Demand Registration, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any will nonetheless count as a Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use purposes of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) determining when future Demand Registrations can be requested pursuant to this AgreementSection 6.01, unless the Initiating Holders reimburse the Company for all expenses incurred by the Company in connection with such Demand Registration.

Demand Registration. (a) (i) Provided that Subject to the conditions of this Section 2.2, if the Company does not have shall receive a written request from the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group Holders of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten more than fifty percent (1050%) or more of the Registrable Securities issued and then outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to "INITIATING HOLDERS") that the Company (file a “Demand Notice”), to request the Company to register registration statement under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for covering the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant having an aggregate offering price to the provisions public in excess of $10,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3(a)(i2.2, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. Notwithstanding any provision herein to the contrary, (i) unless any Demand Registration does one hundred percent (100%) of the ZoneNetwork Registrable Securities held by each Holder of ZoneNetwork Registrable Securities, and each such Holder's permitted transferees or assignees, shall not become effective or is not maintained be included in effect the Registrable Securities then outstanding for the respective periods purposes of this Section 2.2(a) until the date six (6) months from the date of the Original Investors' Rights Agreement, and thereafter fifty percent (50%) of the ZoneNetwork Registrable Securities held by each Holder of ZoneNetwork Registrable Securities, and each such Holder's permitted transferees or assignees, shall not be included in the Registrable Securities then outstanding until the date twelve (12) months from the date of the Original Investors' Rights Agreement and (ii) one hundred percent (100%) of the Golf.xxx Xxxistrable Securities held by each Holder of Golf.xxx Xxxistrable Securities, and each such Holder's permitted transferees or assignees, shall not be included in the Registrable Securities then outstanding for the purposes of exercising the demand rights set forth in this Section 3(c)2.2(a) until the date six (6) months from the date hereof, in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten and thereafter fifty percent (1050%) or more of the Initial Outstanding AmountGolf.xxx Xxxistrable Securities held by each Holder of Golf.xxx Xxxistrable Securities, and each such Holder's permitted transferees or assignees, shall have the right to request the Company to register under and not be included in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)then outstanding for the purposes of exercising the demand rights set forth in this Section 2.2(a) until the date twelve (12) months from the date hereof; provided, however, provided that the estimated fair market value restrictions set forth in this sentence shall not be interpreted to limit the ability of any Holder of Golf.xxx Xxxistrable Securities from exercising their rights pursuant to Section 2.3 hereunder. (b) If the Initiating Holders intend to distribute the Registrable Securities requested to be registered is at least $10 million (or covered by their request by means of an underwriting, they shall so advise the entire amount Company as a part of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations their request made pursuant to this Agreement.Section 2.2 or any request pursuant to Section 2.3 or 2.4 and the Company shall include such information in the written notice referred to in Section 2.4(a). In such event, the right of any Holder to include its Registrable Securities in such

Demand Registration. (a) Subject to the conditions of this Section 2.1, if the Company shall receive a written request from Series F Holders (the “Initiating Series F Holders”) who in the aggregate hold more than fifty percent (50%) of the Series F Registrable Securities that the Company file a registration statement under the Securities Act covering the registration with an anticipated aggregate offering price, net of underwriting discounts and commissions, exceeding $5,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.1, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Series E Registrable Securities that the Series E Holders request to be registered and all Series F Registrable Securities that the Series F Holders request to be registered. (b) Subject to the conditions of this Section 2.1, if the Company shall receive a written request from Series E Holders (the “Initiating Series E Holders”) who in the aggregate hold more than fifty percent (50%) of the Series E Registrable Securities that the Company file a registration statement under the Securities Act covering the registration with an anticipated aggregate offering price, net of underwriting discounts and commissions, exceeding $5,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.1, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Series E Registrable Securities that the Series E Holders request to be registered and all Series F Registrable Securities that the Series F Holders request to be registered. (c) For purposes of determining whether a sufficient number of Initiating Series E Holders and Initiating Series F Holders have exercised their rights to demand registration under Sections 2.1(a) or 2.1(b), above, respectively, the number of Series E Registrable Securities and Series F Registrable Securities may, at the request of the Initiating Series E Holders or the Initiating Series F Holders be aggregated to determine whether Initiating Series E Holders or Initiating Series F Holders holding in the aggregate at least fifty percent (50%) of all Series E Registrable Securities and Series F Registrable Securities have exercised rights under Sections 2.1(a) or 2.1(b). For purposes hereof, Initiating Series E Holders and Initiating Series F Holders shall be referred to collectively herein as the “Initiating Holders”. (d) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 or any request pursuant to Section 2.3 and the Company shall include such information in the written notice referred to in Sections 2.1(a) or 2.1(b), or Section 2.3(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.1 or Section 2.3, 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 all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated: (i) Provided that first to the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group Holders of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the all Series F Registrable Securities issued on a pro rata basis based on the number of all Series F Registrable Securities held by all such Holders (including the Initiating Series F Holders); and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”)ii) second, shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions Holders of the Securities Act all or any portion of the Series E Registrable Securities designated by such Holder(s); provided, however, that (x) on a pro rata basis based on the estimated fair market value number of the Series E Registrable Securities requested to be registered is equal to at least $10 million held by all such Holders (or including the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(sInitiating Series E Holders); provided, however, that the estimated fair market value number of the Registrable Securities requested to be registered is at least $10 million (or the entire amount shares of Registrable Securities then owned to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (e) The Company shall not be required to effect a registration pursuant to this Section 2.1: (1) prior to the earlier of (i) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; or (ii) September 28, 2007; (2) with respect to requests under Section 2.1(a), after the Company has effected two (2) registrations pursuant to Section 2.1(a) and such registrations have been declared or ordered effective, and with respect to requests under Section 2.1(b), after the Company has effected two (2) registrations pursuant to Section 2.1(b) and such registrations have been declared or ordered effective; (3) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing, and ending on the date six (6) months following the effective date of the registration statement pertaining to a public offering (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (4) if within thirty (30) days of receipt of a written request from the Initiating Series F Holders pursuant to Section 2.1(a) and/or the Initiating Series E Holders pursuant to Section 2.1(b), the Company gives notice to the Holders of the Company’s intention to make a public offering within thirty (30) days; provided, that such right to delay a request shall be exercised by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no Company not more than five twice in any twelve (12) month period; (5) Demand Registrations if the Company shall furnish to Holders requesting a registration statement pursuant to this AgreementSection 2.1 a certificate signed by the Chairman of the Board stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; or (6) if the Initiating Series E Holders or the Initiating Series F 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.

Demand Registration. (a) (i) Provided that If the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, shall receive at any time after the earlier of (i) three years from the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent hereof and (10%ii) or more of the Registrable Securities issued and outstanding immediately following 180 days after the effective date of the Plan an initial public offering of its Common Stock (the “Initial Outstanding Amount”"IPO") a written request from Initiating Holder(s), shall have then the rightCompany shall, within 20 business days of the receipt of such written request, give written acknowledgment of such request ("Request Acknowledgment") to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities then owned of record by all Holders and which such Holders request to be registered and included in such registration by written notice given by such Holders to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions within 20 days after receipt of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Request Acknowledgment; provided, however, that the estimated fair market Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 1.3: (i) if the aggregate value of the Registrable Securities requested proposed to be registered is at least $10 million (or the entire amount of Registrable Securities then owned sold by the such Holders if the estimated fair market value of the remaining Registrable Securities in such offering is less than $10 million1,000,000; (ii) if such offering would (y) require disclosure of material nonpublic information that the Board of Directors of the Company determines in good faith would be in the best interests of the Company not to disclose or (z) have a material adverse effect (as determined by the Board of Directors in good faith) on the Company or its shareholders in relation to any financing, acquisition, corporate reorganization or other material transaction actively pursued by the Board of Directors of the Company, involving the Company or any of its affiliates, in which event, in the case of both (y) and (z), provided, however, that there the Company shall be have the right to defer the filing of the registration statement no more than five once during any 12-month period for a period of not more than 120 days after receipt of the request of such Holders under this Section 1.3 (5the Company must furnish to the Holders requesting registration a certificate signed by its Chairman of the Board of Directors, Chief Executive Officer or Chief Financial Officer certifying as to any such determination made by the Board of Directors); (iii) Demand Registrations if the request is made during the period starting with the filing of, and ending on a date 90 days following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) The Company is obligated to effect only one such registration pursuant to this AgreementSection 1.3 (which registration must be declared or ordered effective). (b) If Initiating Holder(s) submit a registration request under this Section 1.3 and intend to distribute the Registrable Securities covered by such request by means of an underwriting (an "Underwritten Offering"), then the Initiating Holder(s) shall so advise the Company as a part of the request made pursuant to this Section 1.3 and the Company shall include such information in the written notice referred to in Section 1.3(a). In such event, the right of Investor and the other Holders to include their Registrable Securities in such registration shall be conditioned upon such Holders' participation in such underwriting and the inclusion of the Holders' Registrable Securities in the underwriting to the extent provided herein. If Investor or the other Holders propose to distribute their securities through such underwriting, they shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holder(s) from a list of three nationally-recognized underwriters proposed by the Company. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. If the representative of such underwriters determines in good faith that marketing factors require a limitation of the number of shares to be underwritten and so advises Investor and the Holders in writing, the Registrable Securities to be sold by Investor shall be the last securities (including any other registrable securities of any other shareholder with registration rights) to be excluded from such registration.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time on or after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent six (10%6) or more of the Registrable Securities issued and outstanding immediately months following the effective date of the Plan (the “Initial Outstanding Amount”)hereof, shall have the rightBuyer may, by written notice given to the Company Seller (a “"Demand Notice”"), to request the Company to demand that Seller register for sale under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Holder(s)Notes or Warrants will be converted or exercised prior to or upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee) in the amount and manner specified in the Demand Notice; providedPROVIDED, howeverHOWEVER, that (x) the estimated fair market value reasonably anticipated aggregate price of the Registrable Securities requested securities to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior offered to the time the Company public would exceed $500,000. Seller shall be obligated to register securities pursuant to this Section 6.2(b)(i) on two (2) occasions only; PROVIDED, HOWEVER, that if Seller is eligible a registrant then entitled to use file a registration statement on Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form)form thereto, Seller shall be obligated to register Buyer's securities on one (1) additional occasion if Buyer provides a Demand Notice requesting that its securities be registered on Form S-3 or any Holder or group of Holders holdingsuccessor form thereto; and PROVIDED, FURTHER, that any such obligation shall be deemed satisfied only when a registration statement covering all registrable securities specified in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, Demand Notice shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementbecome effective.

Demand Registration. (a) At any time, each Holder shall have the right to request (each such request, a "Registration Demand") that the Company file a registration statement under the Securities Act in respect of all or any portion of such Holder's Eligible Securities; provided that if any Holder shall request that a portion, but not all, of its Eligible Securities be registered in accordance with this Section 2.1 (including a requested Takedown pursuant to subsection (c)(ii) below), such portion shall include not less than two hundred and fifty thousand (250,000) shares of Eligible Common Stock (or such lesser number of such shares having a market valuation of at least $5,000,000 as of the date the Registration Demand is made, based on the Closing Price on such date). A Registration Demand shall specify the number of shares of Eligible Common Stock (and, in the case of a Registration Demand by the Initial Holder, the number of Warrants) that each such Holder proposes to sell in the offering. If no Shelf Registration Statement shall be effective as of the date of the Registration Demand, the demanding Holders may elect to register such Eligible Securities in accordance with either Section 2.1(c)(i) or Section 2.1(d). If a Shelf Registration Statement shall be effective as of the date of the Registration Demand, then all demanding Holders shall be deemed to have elected to register their Eligible Securities pursuant to Section 2.1(c)(ii). The Holders may make in the aggregate two (2) Registration Demands pursuant to Sections 2.1(c)(i) and 2.1(d) and four (4) Registration Demands per year pursuant to an existing Shelf Registration Statement pursuant to Section 2.1(c)(ii) for which the Company will pay and bear all costs and expenses in accordance with Section 3.3 and thereafter the Holders may make an unlimited number of Registration Demands for which such requesting Holders shall pay and bear all costs and expenses. (b) Upon receipt of a Registration Demand (other than a Takedown), the Company shall give written notice thereof to all of the other Holders at least thirty (30) days prior to the initial filing of a Registration Statement relating to such Registration Demand. Each of the other Holders shall have the right, within twenty (20) days after the delivery of such notice, to request that the Company include all or a portion of such Holder's Eligible Securities in such Registration Statement. Upon receipt of a Registration Demand that is a Takedown, a representative of the selling holders shall give written notice thereof to all of the other Holders at least three (3) Business Days prior to the initial filing of a prospectus relating to such Registration Demand. Each of the other Holders shall have the right, within one (1) Business Day after the delivery of such notice, to request that the Company include all or a portion of such Holder's Eligible Securities in such Registration Statement. (i) Provided As promptly as practicable and in no event later than sixty (60) days after the Company receives a Registration Demand electing to register Eligible Securities pursuant to this paragraph (c), the Company shall file under the Securities Act a "shelf" registration statement (the "Shelf Registration Statement") providing for the registration and the sale on a continuous or delayed basis of all the Eligible Securities, pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the SEC (the "Shelf Registration"). The Company agrees to use its reasonable best efforts to cause such Shelf Registration Statement to become or be declared effective as soon as practicable but no later than 75 calendar days after the filing (the "75 Day Effective Date") and to keep such Shelf Registration continuously effective for a period ending on the occurrence of the earlier of: (x) the third anniversary of such Registration Demand and (y) notification by all of the requesting Holders that such Holders have sold all of the Eligible Securities owned by them. The Company further agrees to supplement or make amendments to the Shelf Registration Statement and the prospectus included therein (x) as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period set forth in the previous sentence and (y) as may be required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or rules and regulations thereunder for shelf registration. The Company agrees to furnish to the Holders of the securities registered thereby copies of any such supplement or amendment (but excluding any periodic reports required to be filed with the SEC under the Exchange Act of 1934) so that the Initial Holder, or if the Initial Holder is no longer a Holder, the Holders, through the Representative(s), have a reasonable opportunity to comment thereon prior to its being used and/or filed with the SEC. (ii) As promptly as practicable after the Company does not receives a Registration Demand from a Holder or Holders pursuant to which a Holder is deemed to have elected to register Eligible Securities pursuant to an existing Shelf Registration Statement (a "Takedown"), the Company shall, subject to the Takedown Blackout Period described below, file a Prospectus with the SEC and otherwise comply with the Securities Act and all rules, regulations and instructions thereunder applicable to such Takedown. In the event that no Prospectus or other filing is required nor any other action necessitating the Company's participation is required to effect a sale of Eligible Securities pursuant to an effective Shelf Registration Statement filed pursuant to Section 2 effective and usable 2.1(c)(i), each selling Holder agrees to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that provide the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent with at least three (10%3) or more Business Days' notice of the Registrable proposed sale (which may or may not include the amount of Eligible Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (yregistered) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand effective Shelf Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Statement; provided, however, that the estimated fair market value Company shall, subject to Section 2.3(g), have the right to postpone any such sale whether before or after the filing of the Registrable applicable Prospectus or Shelf Registration Statement for a reasonable period of time not to exceed ninety (90) days (a "Takedown Blackout Period") if: (i) the Company determines in its good faith judgment that it would, in connection with such sale, be required to disclose in such Registration Statement (or any prospectus supplement to be used in connection therewith) information not otherwise then required by law to be publicly disclosed and (ii) either (x) in the good faith judgment of the Board of Directors of the Company, such disclosure would adversely affect any material corporate development or business transaction contemplated by the Company or (y) the Company has a bona fide purpose for preserving as confidential such information; provided further that the Takedown Blackout Period shall earlier terminate upon the completion or abandonment of the relevant corporate development or business transaction or upon public disclosure by the Company or public disclosure by the Company or public admission by the Company of such information specified in (i) above. (d) As promptly as practicable and in no event later than sixty (60) days after the Company receives a Registration Demand electing to register Eligible Securities pursuant to this Section 2.1(d), the Company shall file with the SEC a Registration Statement, on any form that shall be available and appropriate for the sale of the Eligible Securities in accordance with the intended method of distribution thereof. The Company shall include in such Registration Statement all of the Eligible Securities of such requesting Holders that such Holders have requested to be included therein pursuant to Sections 2.1(a) and 2.1(b); provided, however, that, if the requested registration involves an underwritten offering, the Eligible Securities to be registered may be reduced if the managing underwriter delivers a notice (a "Cutback Notice") pursuant to Section 2.1(g). The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective (and to obtain acceleration of such effectiveness) as soon as practicable but no later than 75 days after filing such Registration Statement and to keep such Registration Statement continuously effective and usable for resale of such Eligible Securities, for a period of one hundred eighty (180) days from the date on which the SEC declares such Registration Statement effective or such shorter period as is necessary to complete the distribution of the securities registered thereunder. (e) The Initial Holder or, if the Initial Holder is not a selling holder, the Representative(s) shall determine the method of distribution of Eligible Securities pursuant to a Registration Demand. (f) If a Registration Demand involves an underwritten offering, the investment banker or investment bankers and manager or managers that will administer such offering will be selected by the Initial Holder or, if the Initial Holder is not a selling holder, the Representative(s); provided that the Persons so selected shall be reasonably satisfactory to the Company. (g) In the event that the proposed offering is an underwritten offering and includes securities to be offered for the account of the Company (the "Company Shares"), the provisions of this Section 2.1(g) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of shares of Eligible Common Stock, plus the Company Shares proposed to be sold therein, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Stock being distributed. If the managing underwriter delivers such Cutback Notice, the number of shares of Eligible Common Stock requested to be registered is and Company Shares shall be reduced in the following order until the number of shares to be offered has been reduced to the maximum number of shares specified by the managing underwriter in the Cutback Notice: first, the Company Shares and second, the Eligible Common Stock in proportion to the respective number of shares of Eligible Common Stock that each Holder has requested to be registered. (h) The Company will pay all Registration Expenses (as set forth in Section 3.3) in connection with a registration under this Section 2.1. (i) No Registration Demand (other than a Takedown) may be made until the expiration of six (6) months following the completion of the distribution of the securities registered under any Registration Statement that has been filed and has become effective pursuant to a prior Registration Demand. (j) A Registration Demand will not be deemed satisfied (and will not count for purposes of the limitations in Section 2.1(a)) (i) unless a registration statement with respect thereto has become effective and has been kept continuously effective for a period of at least $10 million 180 days (or such shorter period which shall terminate when all Eligible Securities covered by such registration statement have been sold), (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the entire amount SEC or other governmental agency or court for any reason not attributable to the selling holders participating in such registration and has not thereafter become effective, or (iii) if the conditions to closing specified in the relevant underwriting or agency agreement entered into in connection with such offering are not satisfied or waived, other than by reason of Registrable Securities then owned a breach of such agreement by the Holders if selling holders participating in such offering or wilful failure on the estimated fair market value part of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementselling holders participating in such offering.

Demand Registration. (a) (i) Provided that Upon the Company does not have earlier of (A) the Registration Statement filed pursuant to Section 2 effective third anniversary of the Closing Date and usable to such Holder or group (B) the occurrence of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes Event (but only if a registrant under the Exchange Act, any Holder Demand Event Tag Along Right or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”Demand Event Drag Along Right has not been exercised), the Investor shall have the right, by upon delivery of written notice given to the Company (a “Demand Notice”)not more than twice in any 12-month period and subject, in each case, to request Section 10(a) hereof) to require the Company to register under and the Securities Act such amount of Registrable Securities owned by the Investor as may be specified in such notice in accordance with the provisions procedures set forth in this Section 11(b), provided, that any such registration demanded by the Investor under this Section 11(b)(i) must be for an amount of Common Stock having an aggregate anticipated sales price of at least $25,000,000. The rights of the Investor to demand the registration of its Registrable Securities shall continue until (x) all the Registrable Securities owned by it shall have been Transferred to transferees who are not entitled to the registration rights of the Investor hereunder in accordance with Section 15 hereof or, if earlier, (y) all its remaining Registrable Securities are already included in an effective resale registration statement on Form S-3 or other appropriate form for continuous or delayed offerings or are eligible to be Transferred in Public Sales to U.S. persons in the United States without registration under the Securities Act all or any portion and without being subject to volume limitations under Rule 144 under the Securities Act, provided, in the case of (y), that there is a public float of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is Common Stock equal to at least $10 million 15% of the total outstanding shares of Common Stock. (or the entire amount of Registrable Securities then owned ii) If, by the Holders if the estimated fair market value fifth anniversary of the remaining Registrable Securities is less than $10 million)Closing Date, and (y) prior to the time the Company is eligible has not completed one or more Public Sales which have resulted in a public float of the Common Stock equal to use Form S-3 at least 15% of the total outstanding shares of Common Stock, then the Investor shall have the right to require the Company to register and effect a Public Sale of a sufficient number of shares of newly issued Common Stock which, together with shares of Common Stock being resold by WWC or any Other Shareholders (as defined below) and shares of Common Stock previously sold in Public Sales, will result in a public float of at least 15% of the total outstanding shares of Common Stock, all in accordance with the procedures set forth in this Section 11(b) for the registration of Registrable Securities. (iii) If the Investor shall have demanded a registration of Registrable Securities (which term will include for resalethis purpose newly issued shares of Common Stock referred to in Section 11(b)(ii) hereof) then the Company will: (A) promptly give written notice of the proposed registration to all other shareholders entitled to piggyback registration rights under Section 11(c) hereof or any other contractual agreement of the Company (the "Other Shareholders") and (B) as soon as practicable, use its best efforts to prepare and file with the Commission and cause to become effective such Holder(sregistration statement as would permit or facilitate the sale and distribution of all the Registrable Securities required to be covered thereby pursuant to the notice delivered by the Investor, together (subject to Section 11(b)(iv) below) with all or such portion of the securities of any Other Shareholders joining in such registration as are specified in written requests received by the Company within ten Business Days after written notice from the Company is delivered under Section 11(b)(iii)(A) above. (iv) The Investor, at its election, shall have the Registrable Securities covered by its request distributed by means of an underwritten public offering with a single or managing underwriter selected by the Company and reasonably acceptable to the Investor. If any Other Shareholders so request, the securities of such Other Shareholders shall be included in the registration and underwriting being effected pursuant to this Section 11(b), subject to this Section 11(b)(iv). The Investor and the Company shall (together with all Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to the Investor (the "Representative"). Notwithstanding any other provision of this Section 11(b), if the Representative advises the Investor and the Company in writing that (x) marketing factors require a limitation on the number of shares to be underwritten or (y) the inclusion of shares held by officers and directors of the Company in the offering could, in the aggregateRepresentative's best judgment, shall only be entitled to one Demand Registration materially reduce the offering price per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c)share, in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holdingthen, in the aggregate, ten percent (10%) or more case of the Initial Outstanding Amountpreceding clause (x), the Common Stock held by Other Shareholders shall be excluded from such underwriting to the extent so required by such limitations and, in the case of the preceding clause (y), the Common Stock held by officers and directors of the Company shall be excluded from such underwriting to the extent advised by the Representative. If, after the exclusion of such shares, further reductions are required to meet the limitation on the number of shares to be underwritten as advised by the Representative, then the Investor may elect, in its sole discretion, to reduce the number of shares that will be included in the underwriting by it by such number of shares as is necessary to comply with such limitation, but in no event to an amount which is below the minimum amount for a demand registration as provided in Section 11(b)(i). If the Investor does not so elect, then the registration of its shares under Section 11(b)(i) will not proceed and will be terminated without liability to any other Person. If the Representative has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration if the Representative so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (v) Notwithstanding the foregoing, if the Company shall furnish to the Investor and the Other Shareholders a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and that it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to request defer such filing for a period of not more than 90 days after the Company to register under and in accordance with the provisions delivery of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); providedcertificate, however, provided that the estimated fair market value of the Registrable Securities requested Investor shall not be required to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no accept such a deferral more than five (5) Demand Registrations pursuant to this Agreementtwice in any 12-month period.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, If at any time after prior to eight (8) years from the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (Closing, AER shall receive a written request from Purchaser who is then holding Shares, Conversion Shares, the “Initial Outstanding Amount”)Warrant and Warrant Shares representing at least 25% of the Common Stock issuable upon conversion of the Shares or exercise of the Warrant that AER file a registration statement under the Securities Act, shall have covering the rightregistration of at least $500,000 of shares of Common Stock owned by Purchaser or "affiliates" or "associates" thereof, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and as such terms are defined in accordance with the provisions of the Securities Act all (collectively the "Third Party Shareholders") to the extent such shares of Common Stock are not then freely tradable under the Securities Act. Purchaser and any Third Party Shareholder shall have ten (10) days in which to notify AER of its intention to join in the request to register its shares. Not later than ninety (90) days after receipt by AER of a written request for a demand registration pursuant to this Section 4(a), AER shall file a registration statement with the Commission relating to the shares as to which such request for a demand registration relates (the "Requested Shares") and AER shall use its best efforts to cause the registration statement (which may cover, without limitation, an offering on a delayed or any portion of continuous basis open for up to one hundred eighty (180) days pursuant to Commission Rule 415) for the Registrable Requested Shares to become effective under the Securities designated by such Holder(s); providedAct. AER shall be obligated to effect only three (3) registrations pursuant to this Section 4(a) for Purchaser and the Third Party Shareholders together, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders and only if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, proposed aggregate selling price in any such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered offering is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement500,000.

Demand Registration. (a) Subject to the conditions of this Section 3.1: (i) Provided If the Company shall receive a written request from the Series A Investor Holders of at least forty percent (40%) of the total Registrable Securities then outstanding and held by the Series A Investors ("Series A Investor Initiating Holders") that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting file a Demand Registration registration statement under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for covering the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten covering at least twenty percent (1020%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated then held by the Series A Investors (or any lesser percentage if the anticipated aggregate offering price to the public would exceed $5,000,000), then the Company shall, within fifteen (15) days of the receipt thereof, give written notice of such Holder(s); providedrequest to all Holders, howeverand subject to the limitations of this Section 3.1, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the estimated fair market value Holders request to be registered. (ii) If the Company shall receive a written request from the Series B Investor Holders of at least forty percent (40%) of the total Registrable Securities then outstanding and held by the Series B Investor Holders ("Series B Investor Initiating Holders") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering at least twenty percent (20%) of the Registrable Securities requested then held by the Series B Investors (or any lesser percentage if the anticipated aggregate offering price to the public would exceed $5,000,000), then the Company shall, within fifteen (15) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered is at least $10 million registered. (or iii) If the entire amount Company shall receive a written request from Xxxxxx ("Xxxxxx Initiating Holder") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering at least forty percent (40%) of the Common Stock issued to and held by Xxxxxx in connection with the Merger (or any lesser percentage if the anticipated aggregate offering price to the public would exceed $5,000,000), then owned by the Company shall, within fifteen (15) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (iv) If the Company shall receive a written request from UA ("UA Initiating Holder") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering at least forty percent (40%) of the Common Stock issued or issuable upon the exercise of the UA Warrant held by UA (or any lesser percentage if the estimated fair market value anticipated aggregate offering price to the public would exceed $5,000,000), then the Company shall, within fifteen (15) days of the remaining receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities is less than that the Holders request to be registered. (v) If the Company shall receive a written request from a Founder ("Founder Initiating Holder") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering at least forty percent (40%) of the Common Stock held by Founder (or any lesser percentage if the anticipated aggregate offering price to the public would exceed $10 million5,000,000), providedthen the Company shall, howeverwithin fifteen (15) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that there the Holders request to be registered. (b) If the Initiating Holders (for purposes of this Section 3.1, the term "Initiating Holder" shall be no more than five (5mean a Series A Investor Initiating Holder, a Series B Investor Initiating Holder, the Xxxxxx Initiating Holder, the UA Initiating Holder or the Founder Initiating Holder, as applicable) Demand Registrations intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this AgreementSection 3.1, and the Company shall include such information in the written notice referred to in Section 3.1(a). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). In the event the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated among the Holders in accordance with Section 3.2. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

Demand Registration. (a) If the Company shall receive from any member of the Snow Xxxxxx Group or the TOBI Group (ieach, a “Requesting Equity Holder”) Provided a written request that the Company does not have the Registration Statement filed pursuant effect a registration with respect to Section 2 effective and usable to such Holder all or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more part of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, Shares held by written notice given to the Company such Requesting Equity Holder (a “Demand NoticeRegistration”, which term shall include any Marketed Underwritten Demand Registration and demands for a Marketed Underwritten Takedown Offering), then the Company will: (i) within ten (10) days after the date of such request, give written notice of the proposed registration to all Equity Holders (other than the Requesting Equity Holder) and the holders of Other Shares; and (ii) use commercially reasonable efforts to, as soon as practicable, effect such registration which shall, in the case of a secondary offering, be on Form S-3 if the Company is qualified for registration on Form S-3 under the Securities Act (or any comparable or successor form or forms thereto) (“Form S-3”) and if the Company is not qualified for registration on Form S-3 at such time, on Form S-1 under the Securities Act) (“Form S-1”) (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all of such Registrable Shares as are specified in such request, together with all or such portion of (A) the other Registrable Shares joining in such request as are specified in a written request from any Equity Holder received by the Company, (B) any Other Shares entitled to participate therein as are specified in a written request from the holders of such Other Shares received by the Company, and/or (C) any Primary Shares proposed to be included in such registration by the Company by notice from the Company to register the Requesting Equity Holder, in each case within twenty (20) days after written notice from the Company is given under Section 2(a)(i) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(a): (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and in accordance with the provisions of except as may be required by the Securities Act all or any portion applicable rules or regulations thereunder; (2) If the Company shall furnish to the Requesting Equity Holder a certificate signed by the Chief Executive Officer (or other authorized officer) of the Registrable Securities designated by such Holder(s); provided, however, Company stating that (x) in the estimated fair market value reasonable discretion of the Registrable Securities requested Company the registration statement (i) would require the Company to make an Adverse Disclosure or (ii) could not be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned effected by the Holders if Company in compliance with the estimated fair market value of applicable financial statement requirements under applicable securities laws, the remaining Registrable Securities is less than $10 millionCompany’s obligation to use its reasonable best efforts to comply with this Section 2(a), and its related obligations under Section 5, shall be deferred (y) prior to the time provided that the Company is eligible shall only be permitted two deferrals pursuant to use Form S-3 for the registration of Registrable Securities for resale, such Holder(sthis Section 2(a)(ii)(2) and Section 2(d)(iv), in the aggregate, in any twelve-month period, with such deferrals not to exceed an aggregate of 90 days); (3) If the Requesting Equity Holder and its Group propose to register Registrable Shares at an expected offering price, net of underwriter discounts and commissions, of less than $10,000,000 (net of Registration Expenses) in the aggregate; provided that this clause (4) shall only be entitled not apply to a Shelf Registration covering an unspecified number of shares in accordance with Section 2(b); or (4) With respect to registrations on Form S-3, in excess of an aggregate of more than four (4) Demand Registrations and/or Takedown Demands (as defined herein) in any calendar year or in excess of one Demand Registration or Takedown Demand per calendar year pursuant quarter, excluding any Demand Registrations and Takedown Demands that are terminated in accordance with Section 2(b) below; or (5) With respect to registrations on Form S-1, in excess of one (1) Demand Registration in any calendar year. Subject to the provisions of this Section 3(a)(i2(e) unless any Demand Registration does not become effective or is not maintained in effect for below, the respective periods set forth in Section 3(c)Company may, in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form)its sole discretion, any Holder or group of Holders holding, include Other Shares in the aggregate, ten percent (10%) or more registration statement filed pursuant to the request of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Requesting Equity Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementSection 2(a).

Demand Registration. (a) (i) Provided that For so long as the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at Partnership owns any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan is otherwise entitled to exercise its right (“Initial Demand Right”) to request that ENLK prepare and file an initial registration statement (the “Initial Outstanding AmountRegistration Statement”)) under the Securities Act pursuant to Section 2.1(a) of the Registration Rights Agreement, shall have either the rightTPG Investors, by on the one hand, or the GS Investors, on the other hand, upon delivery of a written notice given to the Company (a “Partnership and the other Investor, may request that the Partnership exercise its Initial Demand Notice”)Right and the Partnership, to request the Company to register under and no earlier than three Business Days following receipt of such request, will exercise its Initial Demand Right in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Registration Rights Agreement; provided, however, that (xnotwithstanding anything in this Section 6.2(a) or in the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior Registration Rights Agreement to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resalecontrary, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, no Investor shall have the right to request that the Company Partnership exercise its Initial Demand Right after the date on which such Investor and its Affiliates no longer collectively own more than 50% of the Class A Units that such Investor and its Affiliates owned as of the Closing. (ii) If the Partnership has not exercised its Initial Demand Right, either the TPG Investors, on the one hand, or the GS Investors, on the other hand, to register under the extent such Investors directly own Registrable Securities and in accordance following prior consultation with the provisions other Investors, may exercise any respective rights they may have to request that ENLK prepare and file an Initial Registration Statement pursuant to Section 2.1(a) of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Registration Rights Agreement; provided, however, that notwithstanding anything in this Section 6.2(a) or in the estimated fair market value Registration Rights Agreement to the contrary, no Investor shall have the right to request that ENLK file an Initial Registration Statement after the date on which such Investor and its Affiliates no longer collectively own more than 50% of the Registrable Securities requested to be registered which such Investor was entitled as of the Closing. (iii) Following the filing of the Initial Registration Statement, for so long as the Partnership owns any Registrable Securities and is at least $10 million otherwise entitled to exercise its right to request the filing of additional Registration Statements under Section 2.1(a) of the Registration Rights Agreement (each, an “Additional Demand Right”), either the TPG Investors, on the one hand, or the entire amount GS Investors, on the other hand, upon delivery of Registrable Securities then owned by a written notice to the Holders if Partnership and the estimated fair market value other Investor, may request that the Partnership exercise an Additional Demand Right and the Partnership, no earlier than three Business Days following receipt of such request, will exercise such Additional Demand Right in accordance with the remaining Registrable Securities is less than $10 million), Registration Rights Agreement; provided, however, that there without the prior written consent of the other Investors, neither the TPG Investors, on the one hand, nor the GS Investors, on the other hand, shall be no more than five (5) Demand Registrations have any right to request the filing of a number of additional Registration Statements pursuant to this Section 6.2(a)(iii) and Section 6.2(a)(iv) that is greater than such Investors’ proportionate share (based on such Investors’ then-current relative ownership of the Registrable Securities owned by all Investors) of the total number of Registration Statements that are permitted under Section 2.1(a) of the Registration Rights Agreement, rounded to the nearest whole number. (iv) Following the filing of the Initial Registration Statement, if any of the TPG Investors, on the one hand, or the GS Investors, on the other hand, directly owns any Registrable Securities, such Investor may exercise any rights it may have to request the filing of additional Registration Statements under Section 2.1(a) of the Registration Rights Agreement; provided, however, that such Investor provides written notice to the other Investor at least five Business Days prior to making any such request; provided further, that without the prior written consent of the other Investors, neither the TPG Investors, on the one hand, nor the GS Investors, on the other hand, shall have any right to request the filing of a number of additional Registration Statements pursuant to Section 6.2(a)(iii) and this Section 6.2(a)(iv) that is greater than such Investors’ proportionate share (based on such Investors’ then-current relative ownership of the Registrable Securities owned by all Investors) of the total number of Registration Statements that are permitted under Section 2.1(a) of the Registration Rights Agreement, rounded to the nearest whole number.

Demand Registration. The Mezzanine Holders shall have demand registration rights with respect to their Registrable Stock on the same terms and conditions as the demand registration rights of the DLJ Entities as set forth in Section 5.1 of the Stockholders Agreement, and the provisions of such Section 5.1 shall apply mutatis mutandis to the Registrable Stock of the Mezzanine Holders as though such Mezzanine Holders were "Selling Stockholders", subject to the following modifications: (a) The Mezzanine Holders may request a Demand Registration only after the earlier to occur of the following: (i) Provided the date that is three years from the date of this Amendment and (ii) the date that is six months from the date of the Initial Public Offering. (b) The Company does shall not have be obligated to effect more than three Demand Registrations for the Registration Statement filed pursuant Mezzanine Holders. (c) The number of shares of Registrable Stock required to Section 2 effective and usable to such Holder or group of be registered by the Mezzanine Holders requesting in connection with a Demand Registration under this Section, at any time after the date that the Company becomes must have a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value in the reasonable opinion of DLJ Investment Partners II, L.P. exercised in good faith of at least $5,000,000 or, if less than $5,000,000, constitute all of the Registrable remaining shares of Preferred Stock or Common Stock, as the case may be, held by the Mezzanine Holders. (d) If a Demand Registration requested by the Mezzanine Holders involves a Public Offering and the managing underwriter shall advise the Company and such Mezzanine Holders that, in its view, (i) the number of Company Securities requested to be registered included in such registration (including Common Stock which the Company proposes to be included which is equal to at least $10 million not Registrable Stock) or (ii) the inclusion of some or all of the entire amount of Registrable Company Securities then owned by the Holders if Holders, in either case, exceeds the estimated fair market value of Maximum Offering Size, the remaining Registrable Company will include in such registration Company Securities is less than $10 million), and (y) prior up to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), Maximum Offering Size in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods priority set forth in Section 3(c), 5.1(d) of the Stockholders Agreement in which the case the relevant Holder(s) will be entitled to an additional of a Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (made by a DLJ Entity or any successor form)its Permitted Transferee, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act exception that first priority shall be given to all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities Stock requested to be registered is at least $10 million by the Selling Stockholder and by all other Mezzanine Holders (or allocated, if necessary for the entire amount offering not to exceed the Maximum Offering Size, pro rata among such entities on the basis of the relative number of shares of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 millionStock requested to be registered), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement.

Demand Registration. (a) If the Company shall receive a request (each such request, an “Investor Request” and each requesting Investor, the “Requesting Investor”) from either (i) Provided that the Company does not have Holders of a majority of the Registration Statement filed pursuant to Section 2 effective Series D Shares, Series C-2 Shares, Series C-1 Shares and usable to such Holder or group of Holders requesting Series C Shares, together as a Demand Registration under this Sectionsingle class on an as-converted basis, at any time after the date earlier of (x) 60 days after the Initial Closing and (y) 180 days after the completion of an Initial Public Offering, or (ii) the Holders of a majority of the Series B Shares, together as a single class on an as-converted basis, at least 180 days after the completion of an Investor Request initiated by the Holders referred to in (i), in each case, that the Company becomes file a registrant registration statement under the Exchange Act, any Holder Securities Act with respect to the proposed sale by such Requesting Investor of all or group of Holders holding, in the aggregate, ten percent (10%) or more part of the Registrable Securities issued and outstanding immediately following the effective date owned by such Requesting Investor. Promptly after receipt of the Plan Investor Request, the Company shall, subject to Section 14, give written notice (the “Initial Outstanding AmountNotice of Investor Request”)) of such Investor Request to all Holders and, subject to the limitations of Section 2(c) below, shall have file (as expeditiously as practicable and in any event within sixty (60) days of its receipt) and use its best efforts to effect, a registration statement under the rightSecurities Act with respect to all Registrable Securities that the Holders request to be registered (such requesting Holders together with the Requesting Investors, by written notice given to the Company “Registering Shareholders”) within ten (a “Demand Notice”), to request 10) business days of the Company to register under and receipt the applicable Holder of the Notice of Investor Request (delivered in accordance with Section 22) ; provided, however, that no Investor Request shall be effected from Holders referred to in clause (ii) above if the provisions of aggregate gross proceeds expected to be received from the Securities Act all or any portion sale of the Registrable Securities designated requested to be included by all Registering Shareholders in such Investor Request are less than $20,000,000 (unless such Registrable Securities identified in the Investor Request constitute all remaining Registrable Securities held by the Registering Shareholders). All requests made pursuant to this Section 2(a) will specify the aggregate number of the Registrable Securities to be registered and will also specify the intended methods of disposition thereof. (b) If the Requesting Investors intend to distribute the Registrable Securities covered by their written request by means of an underwriting, they shall so advise the Company as a part of their Investor Request and the Company shall include such information in the Notice of Investor Request. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Holders of a majority in interest of the Registrable Securities participating in the underwriting, in consultation with the Company, shall select the managing underwriter or underwriters in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 5(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected; provided, however, that (i) no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder(sHolder, and (ii) each Holder shall be required to deliver all questionnaires, powers of attorney, escrow and custody agreements, legal opinions and other documents customarily required under the terms of such underwriting agreement. Notwithstanding any other provision of this Section 2, if the underwriter advises the Company and the Requesting Investor that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority order listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Registering Shareholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Registering Shareholders 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 Company. (c) The Company shall be obligated to effect only eight (8) registrations pursuant to an Investor Request under Section 2 (it being understood that the Holders of a majority of the Series D Shares, Series C-2 Shares, Series C-1 Shares and Series C Shares, together as a single class on an as-converted basis, shall be entitled to request six (6) such registrations and the Holders of a majority of the Series B Shares, together as a single class on an as-converted basis, shall be entitled to request two (2) such registrations); provided, however, that in each case the Company shall be obligated to effect as many registrations as may be requested by Holders of Registrable Securities pursuant to any Investor Request in the event and so long as registration pursuant to Form S-3 or any similar “short-form” registration statement is available. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 3 if the Company has effected two registrations pursuant to Section 3 within the twelve (x12) month period immediately preceding the estimated fair market value date of such request. (d) At any time prior to the effective date of the registration statement relating to an Investor Request, the Requesting Investor may revoke such request for a registration, without liability to any of the other Holders, by providing a notice to the Company revoking such request. (e) A registration under this Section 2 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 period of at least 180 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a registration pursuant to an Investor Request 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, or (2) less than sixty-six and two-thirds percent (662/3%) of the Registrable Securities requested to be registered is equal to at least $10 million included in such registration statement have been sold thereunder; or (or ii) if the entire amount number of Registrable Securities then owned of the Requesting Shareholders included in the registration statement is reduced in accordance with Section 2(b) such that less than sixty-six and two-thirds percent (662/3%) of the Registrable Securities of the Registering Shareholders sought to be included in such registration are included. (f) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2 a certificate signed by the Holders if Company’s chief executive officer stating that in the estimated fair market value good faith judgment of the remaining Registrable Securities is less than $10 million), and (y) prior Company’s board of directors it would be materially detrimental to the time the Company is eligible and its stockholders for such registration statement to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not either become effective or is not maintained in effect remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the respective periods set forth in Section 3(c), in which case the relevant Holder(sCompany; (ii) will be entitled to an additional Demand Registration pursuant hereto. Following the time require premature disclosure of material information that the Company becomes eligible has a bona fide business purpose for use of Form S-3 preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or any successor form)Exchange Act, any Holder or group of Holders holding, in then the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after the request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Requesting Investors is given; provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no Company may not invoke this right more than five twice in any twelve (512) Demand Registrations pursuant to this Agreementmonth period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such period.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after the date that expiration of the Company becomes a registrant under the Exchange Act, lock-up period agreed to by any Holder with the Managing Underwriter in connection with the IPO (or group of if such lock-up period is waived by such Managing Underwriter, from and after such earlier date), upon the written request (a “Notice”) by Holders holding, in the aggregate, collectively owning at least ten percent (10%) or more of the then-outstanding Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding AmountRequesting Holders”), subject to adjustment pursuant to Section 3.04, the Partnership shall have file with the rightCommission within sixty (60) calendar days following the receipt of the Notice, a registration statement (each, a “Registration Statement”) of the Partnership to permit the public sale by written notice given Holders of all Registrable Securities which are permitted to participate in such Registration Statement pursuant to this Agreement (and may cover other securities of the Partnership) on (i) Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the Company offer and sale of Registrable Securities, from time to time (a “Demand NoticeShelf Registration Statement”)) or (ii) if the Partnership is not then eligible to file on Form S-3, to request the Company to register on Form S-1 or under and in accordance with the provisions of any other rule or regulation promulgated under the Securities Act all Act, or any portion of successor rule that may be adopted by the Registrable Securities designated Commission, and all amendments and supplements to such Registration Statement, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and any document incorporated by such Holder(s); provided, however, that reference therein. (xb) A Notice shall specify: (i) the estimated fair market value approximate aggregate number of the Registrable Securities requested to be registered is equal by such Requesting Holder(s), (ii) the intended method of disposition of the Registrable Securities, to at least $10 million the extent then known and (iii) the identity of the Requesting Holder(s). Within five (5) business days after receipt of a Notice, the Partnership shall give written notice of such Notice to all other Holders. (c) The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable after the initial filing date. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods, and shall be on such appropriate registration forms of the entire amount Commission, legally available to, and requested by, the Requesting Holders of any and all Registrable Securities then owned covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each 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 if the estimated fair market value of the remaining until all Registrable Securities is less than $10 million), and (y) prior covered by such Registration Statement have ceased to the time the Company is eligible to use Form S-3 for the registration of be Registrable Securities for resale, such Holder(s(the “Effectiveness Period”), in . Each Registration Statement when effective (and the aggregate, documents incorporated therein by reference) shall only be entitled comply as to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance form with the provisions all applicable requirements of the Securities Act all and shall not contain an untrue statement of a material fact or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested omit to state a material fact required to be registered is at least $10 million (stated therein or necessary to make the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 millionstatements therein not misleading. Subject to Section 2.02(b), provided, however, that there shall be no more than five limit on the number of Registration Statements that may be required by the Holders hereunder. (5d) Demand Registrations pursuant To the extent the Partnership is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”), the Partnership shall file any Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. The Partnership shall use its reasonable best efforts to this Agreementremain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the Effectiveness Period.

Demand Registration. (a) (i) Provided that Subject to the conditions of this Section 2.1, if the Company does not have shall receive a written request from the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group Holders of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten least fifty percent (1050%) or more of the Registrable Securities issued (the “Initiating Holders”) that the Company file a registration statement on Form S-1 or Form F-1 under the Securities Act with an aggregate offering price, net of Selling Expenses, in excess of $15,000,000, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and, subject to the limitations of this Section 2.1, effect, as expeditiously as reasonably possible, and outstanding immediately in any event within sixty (60) days of the receipt of such request, make an initial filing with the SEC of a registration statement under the Securities Act (or, if eligible, a draft registration statement) of all Registrable Securities that all Holders request to be registered. (b) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) prior to the 181st day following the effective date of the Plan registration statement pertaining to the Initial Offering; (ii) after the “Initial Outstanding Amount”Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; (iii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date ninety (90) days following the effective date of the registration statement pertaining to a Company-initiated public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within sixty (60) days from the date of the initial request from the Initiating Holders; (v) if the Company shall have furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the rightChairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, by written notice given it would be detrimental to the Company and its shareholders for such registration statement to be effected at such time because such action would (a) materially interfere with a “Demand Notice”)significant acquisition, to request corporate reorganization, or other similar transaction involving the Company; (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (c) render the Company unable to register comply with requirements under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c)Exchange Act, in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that event the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to defer such filing for a period of not more than forty-five (45) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company to register under not more than once in any twelve (12) month period, and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, provided further that the estimated fair market value Company shall not register any securities for its own account or that of any other stockholder during such forty-five (45) day period other than pursuant to a Special Registration Statement; or (vi) if the Registrable Securities requested initiating Holders propose to be registered is at least $10 million (or the entire amount dispose of shares of Registrable Securities then owned that may be immediately registered on Form S-3 or Form F-3 pursuant to a request made pursuant to Section 2.3 below. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(b) until such time as the applicable registration statement has been declared effective by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementSEC.

Demand Registration. (a) On or after the 18-month anniversary of the Closing Date, upon the written request of the holders of at least 40% of the then outstanding Registrable Securities held by the Investor Stockholders (ithe “Demand Party”) Provided requesting that the Company does not have effect the Registration Statement filed registration under the Securities Act of all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, including without limitation, if requested on or after the 24-month anniversary of the Closing Date, pursuant to Section 2 effective a shelf registration statement utilizing Rule 415 of the Securities Act (or its successor provision), and usable thereupon will, as expeditiously as reasonably practicable, use its reasonable best efforts to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after effect the date that the Company becomes a registrant registration under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more Securities Act of the Registrable Securities issued which the Company has been so requested to register by the Demand Party; provided that in no event shall the Company be required to effect more than three (3) registrations pursuant to this Section 4.2; provided, further, that in no event shall the Company be obligated to prepare and outstanding immediately following file any such registration statement or any supplemental prospectus with respect to a sale of Registrable Securities that would not obtain a minimum sales price of $25 million; provided, further, that the Company shall not be obligated to file a registration statement under this Section 4.2 within a period of 90 days after the effective date of any other registration statement for which the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to Holders exercised their rights under Section 4.1 or for which the Company (a “Demand Notice”)filed pursuant to this Section 4.2; provided, to request the Company to register under and in accordance with the provisions of the Securities Act further, that if all or any portion of the Registrable Securities designated held by a Holder (together with those of its Affiliates) can be sold without restriction under SEC Rule 144(k), the Company shall not be required to effect any registrations for such Holder(sHolder pursuant to this Section 4.2 (but shall be required to maintain the effectiveness of any shelf registration statement as required by Section 4.3(b); provided, however, that (x) ). Nothing in this Section 4.2 shall limit the estimated fair market value right of any Holder to request the registration of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value issuable upon conversion of the remaining Registrable Securities is less than $10 million), and (y) prior to Subject Shares held by such Holder notwithstanding the fact that at the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under such Holder holds Series B Preferred Stock and in accordance with the provisions of the Securities Act all or any portion of not the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementSecurities.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to constitute at least $10 million ten percent (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value 10%) of the remaining Registrable Securities is less than $10 million)Initial Outstanding Amount, and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one three (3) Demand Registration per calendar year Registrations pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value such Registrable Securities represent at least ten percent (10%) of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)Initial Outstanding Amount, provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after the first anniversary of date that the Company becomes a registrant under the Exchange Acthereof, any Holder or group of Holders holding, in the aggregate, ten holding at least fifty-one percent (1051%) or more of the Registrable Securities issued and outstanding immediately following then held by the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to Holders may require that the Company (file a “Demand Notice”), to request the Company to register registration statement on Form S-1 under and in accordance with the provisions of the Securities Act of all or any portion part of the their Registrable Securities designated by such Holder(s(a "Demand Registration"), subject to the terms and conditions of this Agreement; provided, however, that the Company shall not be obligated to effect more than two (x2) registrations on Form S-1 pursuant to this Section 2.1(a). Any request for a Demand Registration shall specify the estimated fair market value approximate number of the shares of Registrable Securities requested to be registered is equal and the intended method of distribution of the shares. The Company shall, as use its best efforts to at least $10 million (or effect the entire amount registration on Form S-1 of the Registrable Securities then owned (including pursuant to a shelf registration statement) which the Company has been requested to register pursuant to this Section 2.1(a). No additional registrations shall be made by the Company during the one hundred eighty (180) day period following the effective date of any demand registration pursuant to this Section 2.1(a). (b) In the event the Holders if the estimated fair market value of the remaining own Registrable Securities is less than $10 million), and (y) prior to the at such time as the Company is eligible to use Form S-3 shall have qualified for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor formsimilar form or forms promulgated by the Commission), any Holder or group Holders of Holders holding, in the aggregate, ten at least fifteen percent (1015%) or more of the Initial Outstanding Amount, Registrable Securities then held by the Holders shall have the right to request request, in addition to the Demand Registrations, additional registrations on Form S-3 or its successor form, as the case may be (collectively, "Form S-3") and the Company shall promptly give notice of such proposed registration to register under all Holders of Registrable Securities and the Company shall, as soon as practicable but in accordance with any event within forty-five (45) days thereafter, use its best efforts to effect the provisions of the Securities Act all or any portion registration on Form S-3 of the Registrable Securities designated by such Holder(s(including pursuant to a shelf registration statement) which the Company has been requested to register (a) in each request and (b) in any response given within thirty (30) days of the receipt of the notice from the Company pursuant to this Section 2.1(b); provided, however, that the estimated fair market value Company shall not be obligated to file and cause to become effective (i) more than two registrations in any twelve month period under this Section 2.1(b) or (ii) any Registration Statement on Form S-3 where the proposed aggregate offering price of the Registrable Securities to be sold thereunder is less than $1,000,000. (c) If an offering pursuant to this Section 2 is underwritten and the managing underwriter(s) advises the Company in writing that in their reasonable and good faith opinion the number of shares of Registrable Securities required to be registered exceeds the number of shares of Registrable Securities that can be sold in an orderly manner in such offering within a price range acceptable to the Company and the Holders, the securities requested by the Company to be included, if any, shall first be excluded from such registration to the extent so required by such limitation; to the extent additional shares need to be excluded in order to conform to such limitation, the securities of the Company held by stockholders of the Company other than the Holders (the "Other Stockholders") shall next be excluded; and then, to the extent additional shares still need to be excluded in order to conform to such limitation, the Registrable Securities requested to be registered is at least $10 million (or by the entire amount Holders shall be reduced pro rata based upon the number of shares of Registrable Securities then owned by such Holders. The Company shall advise all holders of securities requesting registration as to the number of shares of securities that may be included in the registration and underwriting as allocated in the foregoing manner. If more than twenty percent (20%) of the Registrable Securities of the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations are excluded pursuant to this AgreementSection 2.1(c), such registration will not constitute a Demand Registration pursuant to Section 2.1(a). If any Other Stockholder or Holder who has requested inclusion in such registration as provided in Section 2.1(a) or Section 2.1(b) disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Holders initiating such registration. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of shares to be underwritten and otherwise determine that it would not have a material adverse effect on the marketing of the Registrable Securities, the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number of shares of Registrable Securities and other securities of the Holders that would otherwise have been included in such registration and underwriting will not be limited thereby. 2.2 The Holders will have the right to select one or more underwriters to manage an offering under Section 2.1, which underwriters shall be reasonably acceptable to the Company. The right of any Holder to participate in an underwritten offering under Section 2.1 shall be conditioned upon such Holder's agreement to the terms of such underwriting, including the execution of an underwriting agreement with the underwriters in form and substance reasonably acceptable to the Company. In the event that the Company determines that proceeding with an offering pursuant to this Section 2 would materially interfere with, or require premature disclosure of, business activities or plans of the Company, or give rise, solely because of its timing, to any legal or contractual liability on the part of the Company, the Company may, by written notice, delay for a reasonable period of time the registration or offering, but in no event longer than one hundred twenty (120) days; provided that the Company shall not exercise its right to delay a registration pursuant to this Section 2.2 more than once in any twelve month period.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, If at any time one hundred eighty (180) days after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan registration statement for the IPO, the Company receives a request from Holders of at least sixty percent (60%) of the Preferred Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding for which the anticipated aggregate offering price, net of Selling Expenses, would be at least $10 million, then the Company shall: (i) within ten (10) days after the date such request is given, give notice thereof (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”)) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, to request the Company to register under and in accordance with any event within ninety (90) days after the provisions of date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Initiating Holders requested to be registered and any additional Registrable Securities requested to be registered is equal included in such registration by any other Holders, as specified by notice given by each such Holder to at least $10 million the Company within twenty (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value 20) days of the remaining Registrable Securities date the Demand Notice is less than $10 million)given, and (y) prior in each case, subject to the limitations of Section 2.1(c) and Section 2.3. (b) If at any time the Company when it is eligible to use a Form S-3 for registration statement, the Company receives a request from Holders of at least twenty-five percent (25%) of the Preferred Registrable Securities then outstanding that the Company file a Form S-3 registration of statement with respect to outstanding Registrable Securities for resalewhich the anticipated aggregate offering price, net of Selling Expenses, would be at least $1 million, then the Company shall: (i) within ten (10) days after the date such Holder(s)request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3. (c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the aggregate, shall only good faith judgment of the Board of Directors it would be entitled to one Demand Registration per calendar year pursuant materially detrimental to the provisions of this Section 3(a)(i) unless any Demand Registration does not Company and its stockholders for such registration statement to either become effective or is not maintained in effect remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would: (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the respective periods set forth in Section 3(c), in which case the relevant Holder(sCompany; (ii) will be entitled to an additional Demand Registration pursuant hereto. Following the time require premature disclosure of material information that the Company becomes eligible has a bona fide business purpose for use of Form S-3 preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or any successor form)Exchange Act, any Holder or group of Holders holding, in then the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, Company shall have the right to defer taking action with respect to such filing for a period of not more than sixty (60) days after the request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Initiating Holders is given; provided, however, that the estimated fair market value Company may not invoke this right more than once (1x) in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period other than an Excluded Registration. (d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a): (i) during the period that is sixty (60) days before the Company’s good faith estimate of the Registrable Securities requested date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to be registered is at least $10 million cause such registration statement to become effective; (ii) after the Company has effected two (2) registrations pursuant to Section 2.1(a); or (iii) if the entire amount Initiating Holders propose to dispose of shares of Registrable Securities then owned by that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(b): (A) during the Holders if period that is thirty (30) days before the estimated fair market value Company’s good faith estimate of the remaining Registrable Securities date of filing of, and ending on a date that is less than $10 million)ninety (90) days after the effective date of, a Company-initiated registration, provided, howeverthat the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (B) if the Company has effected two registrations pursuant to Section 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, that there unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration statement shall be no more than five (5) Demand Registrations pursuant to counted as “effected” for purposes of this AgreementSection 2.1(d).

Demand Registration. (a) (i) Provided that Liberty Media or its designee, on behalf of the Company does not have the Registration Statement filed pursuant Liberty Holders, shall be entitled to Section 2 effective and usable make written requests from time to such Holder or group of Holders requesting a time for Demand Registration under this Section, at of all or any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more part of the Registrable Securities issued and outstanding held by the Liberty Holders, provided that each such Demand Registration must be in respect of Registrable Securities representing not less than the lower of (A) 10% of the Initial Amount or, with respect to Registrable Securities other than shares of Class A Stock, a number of such other securities having a fair market value (based on the average of the closing prices of such securities on the principal stock exchange or interdealer quotation system on which such securities are traded for the five consecutive trading days immediately following preceding the effective date of the Plan (written request for such Demand Registration or, if such securities are not publicly traded, as determined in good faith by the “Initial Outstanding Amount”), shall have the right, by written notice given Company's Board of Directors) equal to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions at least 10% of the Securities Act product of (x) the Initial Amount, multiplied by (y) the average of the closing prices of the Class A Stock on the principal stock exchange or interdealer quotation system on which the Class A Stock is traded for the same five trading day period or (B) all or any portion of the Registrable Securities designated held by such Holder(s); providedthe Liberty Holders. Notwithstanding the foregoing, however, that the Company shall not be obligated to effect more than a total of five (x5) Demand Registrations and Liberty Media and any designee of Liberty Media may make no more than two requests for a Demand Registration in any 12-month period. (b) Any request for a Demand Registration will specify the estimated fair market value aggregate number and kind of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective and at least 90% of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, included in such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under been registered and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementsold.

Demand Registration. (a) (i) Provided that the The Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting may include in a Demand Registration under this Section, at any time after Registrable Securities for the date that account of the Demanding Holders and shares of Common Stock for the account of the Company becomes a registrant under or other stockholders exercising contractual piggy-back registration rights or other stockholders, on the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of same terms and conditions as the Registrable Securities issued and outstanding immediately following are included therein for the effective date account of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Demanding Holders; provided, however, that (xi) if the estimated fair market value managing underwriter(s) of any underwritten offering that is the subject of such Demand Registration have informed the Company in writing that in their opinion the total number of securities that the Demanding Holders, the Company and any other stockholders intend to include in such offering exceeds the number which can be sold in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included therein, then (x) the number of Shares to be offered for the account of any stockholders other than the Demanding Holders shall be reduced (to zero, if necessary) pro rata in proportion to the respective number of Shares requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)such stockholders, and (y) prior thereafter, if necessary, the number of Shares to be offered for the account of the Company shall be reduced (to zero, if necessary), to the time extent necessary to reduce the total number of Shares requested to be included in such offering to the number of Shares, if any, recommended by such managing underwriter(s) (and if the number of Shares to be offered for the account of stockholders other than the Demanding Holders and for the account of the Company is eligible has been reduced to use Form S-3 zero, and the number of Shares requested to be included in such offering by the Demanding Holders exceeds the number of Shares recommended by such managing underwriter(s), then the number of Shares to be offered for the registration account of Registrable Securities for resale, such Holder(s), the Demanding Holders shall be reduced pro rata in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant proportion to the provisions respective number of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities Shares requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders Demanding Holders) and (ii) if the estimated fair market value offering that is the subject of such Demand Registration is not underwritten, only Demanding Holders, and no other party (including the Company), shall be permitted to include securities in such Demand Registration unless the Demanding Holders owning a majority of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Shares included in such Demand Registrations pursuant Registration consent in writing to this Agreementthe inclusion of such securities therein.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group Holders of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more majority of the Registrable Securities issued and outstanding immediately following held by the effective date HMTF Holders may make up to three (3) written requests for a Demand Registration of all or any part of the Plan Registrable Securities held by the HMTF Holders and their direct or indirect transferees; provided, that (A) each such Demand Registration by the “Initial Outstanding Amount”)HMTF Holders must be in respect of Registrable Securities with a fair market value of at least $50,000,000 or all of the Registrable Securities held by the requesting HMTF Holders if the aggregate fair market value of all of such Registrable Securities is less than $50,000,000 and (B) the HMTF Holders shall not be entitled to a Demand Registration if, shall have during the right120 days preceding such request, by written notice given to the HMTF Holders had requested a Demand Registration unless the Company (a “preempted such Demand Notice”), to request the Company to register under and Registration in accordance with Section 2.1(e) or the provisions Company postponed the filing thereof in accordance with Section 3.1(a) and the requesting HMTF Holders withdrew the request for such Demand Registration. Upon exercise of the Securities Act all or any portion of the Warrants held by the HMTF Holders, the Holders of a majority of the Registrable Securities designated held by such Holder(s)the HMTF Holders may make one (1) additional written request for a Demand Registration, subject to the proviso set forth in the foregoing sentence. (ii) Holders of a majority of the Registrable Securities held by the Liberty Holders may make up to six (6) written requests for a Demand Registration of all or any part of the Registrable Securities held by the Liberty Holders and their direct or indirect transferees; provided, however, that (xA) each such Demand Registration by the estimated Liberty Holders must be in respect of Registrable Securities with a fair market value of at least $50,000,000 or all of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned held by the requesting Liberty Holders if the estimated aggregate fair market value of the remaining all of such Registrable Securities is less than $10 million)50,000,000, and (yB) prior the Liberty Holders shall not be entitled to a Demand Registration if, during the 120 days preceding such request, the Liberty Holders had requested a Demand Registration unless the Company preempted such Demand Registration in accordance with Section 2.1(e) or the Company postponed the filing thereof in accordance with Section 3.1(a) and the requesting Liberty Holders withdrew the request for such Demand Registration. Upon exercise of all or any portion of the Warrants held by the Liberty Holders, the Holders of a majority of the Registrable Securities held by the Liberty Holders may make up to two (2) additional written requests for a Demand Registration, subject to the proviso set forth in the foregoing sentence. (iii) Any request for a Demand Registration will specify the aggregate number of shares of Registrable Securities proposed to be sold by the Requesting Holders and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Agreement or the inability of the Requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the Requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Company is eligible in compliance in all material respects with its obligations under this Agreement), then, subject to use Form S-3 for the registration of Registrable Securities for resaleSection 2.1(b), such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant shall be deemed to have been effected (provided that (i) if, the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective because a material adverse change has occurred, or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled reasonably likely to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holdingoccur, in the aggregatecondition (financial or otherwise), business, assets or results of operations of the Company and its subsidiaries taken as a whole subsequent to the date of the written request made by the Requesting Holders (ii) if the Company withdraws the Demand Registration for any reason or preempts the request for the Demand Registration or (iii) if, after the Demand Registration has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court or (iv) if the Demand Registration is withdrawn at the request of the Requesting Holders pursuant to Section 2.1(f) or Section 3.1(a), then the Demand Registration shall not be deemed to have been effected and will not count as a Demand Registration). (iv) Upon receipt of any request for a Demand Registration by holders of a majority of the Registrable Securities held by the HMTF Holders or the Liberty Holders, as the case may be, the Company shall promptly (but in any event within ten percent (10%) days) give written notice of such proposed Demand Registration to the HMTF Holders, in the case of a request by an HMTF Holder, and to the Liberty Holders, in the case of a request by a Liberty Holder, and all such HMTF Holders or more Liberty Holders, as the case may be (including their respective direct or indirect transferees) shall have the right, exercisable by written notice to the Company within twenty (20) days of their receipt of the Initial Outstanding AmountCompany's notice, to elect to include in such Demand Registration such portion of their Registrable Securities as they may request. All such Holders requesting to have their Registrable Securities included in a Demand Registration in accordance with the preceding sentence shall be deemed to be "Requesting Holders" for purposes of this Section 2.1. (b) In the event that the Requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.1(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Selling Holders reimburse the Company for any and all Registration Expenses incurred by the Company in connection with such request for a Demand Registration that was withdrawn or not pursued. (c) If the Requesting 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. A majority in interest of the Requesting Holders shall have the right to request select the managing Underwriters and any additional investment bankers and managers to be used in connection with any offering under this Section 2.1, subject to the Company's approval, which approval shall not be unreasonably withheld. (d) The Requesting Holders will inform the Company of the time and manner of any disposition of Registrable Common Stock, and agree to register under and in accordance reasonably cooperate with the provisions of Company in effecting the Securities Act all or any portion disposition of the Registrable Securities designated by such Holder(s)Common Stock in a manner that does not unreasonably disrupt the public trading market for the Common Stock; provided, however, that the estimated fair market value Holders' only right to a shelf registration statement shall be pursuant to Section 2.3. (e) The Company will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within seven business days after the Company has received a request for such Demand Registration) of such intention to the Requesting Holders indicating that the Company has identified a specific business need and use for the proceeds of the sale of such securities and had contemplated such sale of securities prior to receiving the Requesting Holders' notice, and the Company shall use commercially reasonable efforts to effect a primary registration within 90 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.2 hereof. Upon the Company's preemption of a requested Demand Registration, such requested registration will not count as the Holders' Demand Registration. If the Company thereafter decides to abandon its intention to pursue such sale of securities, it shall give notice thereof to any preempted Holders within two business days following the Company's decision. The Company may exercise the right to preempt a Demand Registration only once in any 360-day period; provided, that during any 360-day period the Company shall use its reasonable best efforts to permit a period of at least 180 consecutive days during which the Selling Holders may effect a Demand Registration. (f) Securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall not be included in a Demand Registration if the managing Underwriter or Underwriters shall advise the Company and the Requesting Holders in writing that the inclusion of such securities will materially and adversely affect the price of the offering (a "Material Adverse Effect"). Furthermore, in the event the managing Underwriter or Underwriters shall advise the Company or the Requesting Holders that even after exclusion of all securities of other Persons (including the Company) pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause a Material Adverse Effect, the Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Company and the Requesting Holders are so advised can be sold in such offering without a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities requested to be included in such registration by each such Requesting Holder; provided, however, that if any Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementa Demand Registration under Section 2.1 are excluded from registration hereunder, then the Holder(s) having shares excluded ("Excluded Holders") shall have the right to withdraw all, or any part, of their shares from such registration and if withdrawn in full such Demand Registration shall not be deemed to have been effected and will not count as a Demand Registration.

Demand Registration. (a) (i) Provided that Subject to the Company does not have the Registration Statement filed pursuant to Section 2 effective Transfer restrictions set forth in Sections 3.1 and usable to such Holder or group of Holders requesting a Demand Registration under this Section3.2, at any time during the period commencing as of the end of the Initial Share Holding Period and ending on the ten-year anniversary of the Closing Date, and, in the case of Silver Lake, TPG or August, after the date Majority Stockholder has distributed Subject Shares pursuant to Section 3.3, upon the written request of any of the Majority Stockholder, TPG, Silver Lake or August (a "Demand Party") requesting that the Company becomes a registrant effect the registration under the Exchange ActSecurities Act of all or part of such Demand Party's Registrable Securities (a "Demand Registration") and specifying the amount and intended method of disposition thereof, any the Company will promptly give written notice of such requested registration to the Managing Registration Rights Holders (each of such Managing Registration Rights Holders will notify each of the Permitted Transferees of such Managing Registration Rights Holder or group that holds Registrable Securities) and other holders of securities entitled to notice of such registration and thereupon will, as expeditiously as reasonably possible, file a registration statement to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; (ii) the Registrable Securities of other Registration Rights Holders holding, which the Company has been requested to register by written request given to the Company by the Managing Registration Rights Holders within 14 days after the giving of such written notice by the Company to the Managing Registration Rights Holders (which request shall specify the amount and intended method of disposition of such securities); all to the extent necessary to permit the disposition (in accordance with the aggregate, ten percent (10%intended method thereof as aforesaid) or more of the Registrable Securities issued and outstanding immediately following such other securities so to be registered; provided that the Company shall not be required to effect the registration of Registrable Securities (A) at the request of the Majority Stockholder on more than two (2) occasions, (B) at the request of Silver Lake on more than two (2) occasions, (C) at the request of TPG on more than two (2) occasions, or (D) at the request of August on more than one (1) occasion; provided further, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 4.2(a): (1) within a period of 180 days after the effective date of the Plan any other registration statement relating to any registration request under this Section 4.2 or relating to any registration statement referred to under Section 4.1 or Section 4.3 hereof; or (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that 2) if (x) the estimated fair market value of the Registrable Securities requested registration pursuant to be registered is equal to at least $10 million this Section 4.2 involves a registration on a form other than a Form S-3 (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 millionany successor to Form S-3), and (y) prior the Registration Rights Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the time public of less than $20,000,000; or (3) if (x) the requested registration pursuant to this Section 4.2 involves an underwritten offering, and (y) the Registration Rights Holders, together with the holders of any other securities of the Company is eligible entitled to use Form S-3 for inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $20,000,000; or (4) if the Registration Rights Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000; or (5) if with respect thereto the managing underwriter, the SEC, the Securities Act, or the form on which the registration statement is to be filed, would require the conduct of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c)a Special Audit, in which case the relevant Holder(sfiling may be delayed until the completion of such Special Audit (and the Company shall, upon request of TPG, Silver Lake or August, as the case may be, use its commercially reasonable efforts to cause such Special Audit to be completed expeditiously and without unreasonable delay); or (6) if the Company is in possession of material non-public information and the Board determines in good faith that disclosure of such information would not be in the best interests of the Company and its stockholders, in which case the filing of the registration statement may be delayed until the earlier of the second Business Day after such conditions shall have ceased to exist and the 120th day after receipt by the Company of the written request from the Majority Stockholder, TPG, Silver Lake or August, as the case may be, to register Registrable Securities under this Section 4.2(a); or (7) if the Closing Shelf Registration Statement is then effective and available for the sale and distribution of such Demand Party's Registrable Securities in the manner specified in such request. (b) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 4.2. (c) A registration requested pursuant to this Article IV will not be deemed to have been effected unless the registration statement filed by the Company with the SEC in connection with such registration has been declared effective by the SEC; provided that, if, within 100 days after it has become effective, the offering of 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, then such registration will be entitled deemed not to have been effected. (d) If a requested registration pursuant to this Section 4.2 involves an additional Demand Registration pursuant hereto. Following the time that underwritten offering and regardless of whether the Company becomes eligible for use of Form S-3 (or is registering any successor form)securities therein, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, Board shall have the right to request select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter. (e) If a requested registration pursuant to this Section 4.2 involves an underwritten offering and the managing underwriter advises the Company to register under and in accordance with writing that, in its opinion, the provisions number of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (included in such registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the price, timing or distribution of the entire amount securities offered in such offering, then the Company will include in such registration such number of Registrable Securities requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number shall be allocated pro rata among all such holders of Registrable Securities requesting to be included in such registration based on the relative number of Registrable Securities then owned held by each such holder of Registrable Securities. In the Holders if event that the estimated fair market value number of the remaining Registrable Securities and Shares of other holders, in each case entitled to registration rights with respect to such Shares requested to be included in such registration is less than $10 million)the number which, providedin the opinion of the managing underwriter, howevercan be sold, that there shall the Company may include in such registration securities it proposes to sell for its own account up to the number of securities that, in the opinion of the underwriter, can be no more than five (5) Demand Registrations pursuant to this Agreementsold.

Demand Registration. (a) (i) Provided that Subject to the Company does not have the Registration Statement filed pursuant to Section 2 effective Transfer restrictions set forth in Sections 3.1 and usable to such Holder or group of Holders requesting a Demand Registration under this Section3.2, at any time during the period commencing as of the end of the Initial Share Holding Period and ending on the ten-year anniversary of the Closing Date, and, in the case of Silver Lake, TPG or August, after the date Majority Stockholder has distributed Subject Shares pursuant to Section 3.3, upon the written request of any of the Majority Stockholder, TPG, Silver Lake or August (a “Demand Party”) requesting that the Company becomes a registrant effect the registration under the Exchange ActSecurities Act of all or part of such Demand Party’s Registrable Securities (a “Demand Registration”) and specifying the amount and intended method of disposition thereof, any the Company will promptly give written notice of such requested registration to the Managing Registration Rights Holders (each of such Managing Registration Rights Holders will notify each of the Permitted Transferees of such Managing Registration Rights Holder or group that holds Registrable Securities) and other holders of securities entitled to notice of such registration and thereupon will, as expeditiously as reasonably possible, file a registration statement to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; (ii) the Registrable Securities of other Registration Rights Holders holding, which the Company has been requested to register by written request given to the Company by the Managing Registration Rights Holders within 14 days after the giving of such written notice by the Company to the Managing Registration Rights Holders (which request shall specify the amount and intended method of disposition of such securities); all to the extent necessary to permit the disposition (in accordance with the aggregate, ten percent (10%intended method thereof as aforesaid) or more of the Registrable Securities issued and outstanding immediately following such other securities so to be registered; provided that the Company shall not be required to effect the registration of Registrable Securities (A) at the request of the Majority Stockholder on more than two (2) occasions, (B) at the request of Silver Lake on more than two (2) occasions, (C) at the request of TPG on more than two (2) occasions, or (D) at the request of August on more than one (1) occasion; provided further, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 4.2(a): (1) within a period of 180 days after the effective date of the Plan any other registration statement relating to any registration request under this Section 4.2 or relating to any registration statement referred to under Section 4.1 or Section 4.3 hereof; or (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that 2) if (x) the estimated fair market value of the Registrable Securities requested registration pursuant to be registered is equal to at least $10 million this Section 4.2 involves a registration on a form other than a Form S-3 (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 millionany successor to Form S-3), and (y) prior the Registration Rights Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the time public of less than $20,000,000; or (3) if (x) the requested registration pursuant to this Section 4.2 involves an underwritten offering, and (y) the Registration Rights Holders, together with the holders of any other securities of the Company is eligible entitled to use Form S-3 for inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $20,000,000; or (4) if the Registration Rights Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000; or (5) if with respect thereto the managing underwriter, the SEC, the Securities Act, or the form on which the registration statement is to be filed, would require the conduct of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c)a Special Audit, in which case the relevant Holder(sfiling may be delayed until the completion of such Special Audit (and the Company shall, upon request of TPG, Silver Lake or August, as the case may be, use its commercially reasonable efforts to cause such Special Audit to be completed expeditiously and without unreasonable delay); or (6) if the Company is in possession of material non-public information and the Board determines in good faith that disclosure of such information would not be in the best interests of the Company and its stockholders, in which case the filing of the registration statement may be delayed until the earlier of the second Business Day after such conditions shall have ceased to exist and the 120th day after receipt by the Company of the written request from the Majority Stockholder, TPG, Silver Lake or August, as the case may be, to register Registrable Securities under this Section 4.2(a); or (7) if the Closing Shelf Registration Statement is then effective and available for the sale and distribution of such Demand Party’s Registrable Securities in the manner specified in such request. (b) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 4.2. (c) A registration requested pursuant to this Article IV will not be deemed to have been effected unless the registration statement filed by the Company with the SEC in connection with such registration has been declared effective by the SEC; provided that, if, within 100 days after it has become effective, the offering of 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, then such registration will be entitled deemed not to have been effected. (d) If a requested registration pursuant to this Section 4.2 involves an additional Demand Registration pursuant hereto. Following the time that underwritten offering and regardless of whether the Company becomes eligible for use of Form S-3 (or is registering any successor form)securities therein, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, Board shall have the right to request select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter. (e) If a requested registration pursuant to this Section 4.2 involves an underwritten offering and the managing underwriter advises the Company to register under and in accordance with writing that, in its opinion, the provisions number of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (included in such registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the price, timing or distribution of the entire amount securities offered in such offering, then the Company will include in such registration such number of Registrable Securities requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number shall be allocated pro rata among all such holders of Registrable Securities requesting to be included in such registration based on the relative number of Registrable Securities then owned held by each such holder of Registrable Securities. In the Holders if event that the estimated fair market value number of the remaining Registrable Securities and Shares of other holders, in each case entitled to registration rights with respect to such Shares requested to be included in such registration is less than $10 million)the number which, providedin the opinion of the managing underwriter, howevercan be sold, that there shall the Company may include in such registration securities it proposes to sell for its own account up to the number of securities that, in the opinion of the underwriter, can be no more than five (5) Demand Registrations pursuant to this Agreementsold.

Demand Registration. (a) If at any time following the second anniversary of the date of this Agreement, the Company shall receive either— (i) Provided in the event there has not been the First Public Offering, a request from at least two (2) Initial Standby Purchasers that are not Affiliates of each other (but regarding affiliated Initial Standby Purchasers as a single Initial Standby Purchaser for these purposes) that hold in the Company does not have aggregate fifteen percent (15%) or more of the Registration Statement filed pursuant to Section 2 effective and usable to then outstanding Common Stock, with at least two (2) of such Holder or group of Holders requesting a Demand Registration under this SectionInitial Standby Purchasers holding, individually, at any time after least five percent (5%) or more of the date that the Company becomes a registrant under the Exchange Actthen outstanding Common Stock, any Holder or group of Holders holding, or (ii) in the aggregate, event there has been the First Public Offering, (1) a request from one or more Initial Standby Purchasers holding in the aggregate six percent (6%) or more of the then outstanding Common Stock or (2) a request from one or more Standby Purchasers holding in the aggregate ten percent (10%) or more of the Registrable Securities issued and then outstanding immediately following Common Stock (any Standby Purchaser or Purchasers making the effective date of the Plan request pursuant to clause (the “Initial Outstanding Amount”i) or (ii), shall have the righta “Requesting Stockholder”) that, by written notice given to in each case, the Company (a “Demand Notice”), to request effect the Company to register registration under and in accordance with the provisions of the Securities Act of all or any portion of such Requesting Stockholders’ Registrable Securities, and specifying the intended method of disposition thereof (which may include a Shelf Registration provided that the Company is eligible to use Rule 415 for the purposes thereof), then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least five (5) Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Standby Purchasers and thereupon shall use its commercially reasonable efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) all Registrable Securities for which the Requesting Stockholders have requested registration under this Section 2.01, and (ii) subject to the restrictions set forth in Sections 2.01(h) and Section 2.09, all other Registrable Securities that any other Standby Purchaser (all such other Standby Purchasers, together with the Requesting Standby Purchasers, the “Registering Stockholders”) have requested the Company to register by request received by the Company within the relevant Registration Request Period, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities designated by so to be registered, provided that if such Holder(sregistration involves an underwritten Public Offering, all such Standby Purchasers requesting to be included in the registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Requesting Stockholders. (b) Subject to 2.01(e); provided, howeverthe Company shall not be obligated to effect more than five Demand Registrations, provided that (x) the estimated Company shall not be obligated to effect a Demand Registration unless the aggregate market price or fair market value on the date of such request of the Registrable Securities requested to be registered is equal included in such Demand Registration equals or exceeds $40,000,000. In no event shall the Company be required to at least $10 million effect more than one Demand Registration hereunder within any six-month period. (or c) The Company will from time to time as appropriate notify all Registering Stockholders of the entire amount identities of the other Registering Stockholders and the number of shares of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) requested to be included therein. At any time prior to the time effective date of the registration statement relating 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 is eligible revoking such request. A request, so revoked, shall be considered to use Form S-3 for be a Demand Registration unless (i) such revocation arose out of the registration fault of Registrable Securities for resale, the Company (in which case the Company shall be obligated to pay all Registration Expenses in connection with such Holder(srevoked request), or (ii) the Requesting Stockholders reimburse the Company for all Registration Expenses of such revoked request. (d) The Company shall be liable for and pay all Registration Expenses in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless connection with any Demand Registration, regardless of whether such Registration does not become effective or is not maintained in effect for the respective periods effected, except as set forth in Section 3(c2.01(c). (e) Unless otherwise agreed with the Requesting Stockholders, in which case any registration of the relevant Holder(s) will Company’s Common Stock pursuant to this Section 2.01 shall be entitled to an additional Demand Registration pursuant hereto. Following effected solely for the time that purpose of registering the offer and sale of the Common Stock held by the Registering Stockholders and shall not be effected for any offer or sale by the Company becomes eligible for use of Form S-3 securities by the Company. (f) If requested by one or any successor form), any Holder or group of Holders holding, more Standby Purchasers holding in the aggregate, ten percent aggregate fifteen (1015%) or more of the Initial Outstanding Amountthen outstanding Common Stock, the Company shall use its reasonable best efforts to have the right to request Common Stock listed on a national securities exchange (including The Nasdaq Stock Market LLC) or quoted on the bulletin board of the NASD, so long as the Company is at the time subject to register the reporting requirements under the Exchange Act, whether or not as a result of a Demand Registration, and in accordance with otherwise qualifies for such listing or quotation. (g) A Demand Registration shall not be deemed to have occurred: (i) unless the provisions of registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 180 days, or in the case of a Shelf Registration, two years (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 any portion other order or requirement of the SEC or other governmental agency or court and (2) less than 50% of the Registrable Securities designated by included in such Holder(s)registration statement have been sold thereunder; providedor (ii) if the Maximum Offering Size is reduced in accordance with Section 2.01(h) such that less than 50% of the Registrable Securities of the Requesting Stockholders sought to be included in such registration are included. (h) If a Demand Registration involves an underwritten Public Offering (including any Shelf Registration used to effect a Public Offering) and the managing underwriter advises the Company and the Requesting Stockholders that, howeverin its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the estimated fair market value Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having a material adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered is at least $10 million by any Registering Stockholders (or allocated, if necessary for the entire amount offering not to exceed the Maximum Offering Size, pro rata among such entities on the basis of the relative number of Registrable Securities then owned so requested to be included in such registration by each), and (ii) second, subject to Section 2.01(e), any securities proposed to be registered for the Holders if the estimated fair market value account of the remaining Registrable Securities is less than $10 million)Company. (i) Upon notice to each Registering Stockholder, provided, however, that there shall be no more than five (5) Demand Registrations the Company may postpone effecting a registration pursuant to this AgreementSection 2.01 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding thirty (30) days (which period may not be extended or renewed), if (i) an investment banking firm of recognized national standing shall advise the Company and the Requesting Stockholders in writing that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which would be required by the registration during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company.

Demand Registration. (a) Subject to the terms and conditions of this Agreement (i) Provided that the Company does not have the Registration Statement filed pursuant to including Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section1.2(c)), at any time on or after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more second anniversary of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”)Closing Date, shall have the right, by upon written notice given to the Company (a “Demand Notice”) delivered by (i) Holders beneficially owning not less than ten percent of the then outstanding shares of Common Stock in the aggregate or (ii) a Holder that, together with its Affiliates, is both a Ten Percent Holder as of the date of this Agreement and could reasonably be considered an “Affiliate” (disregarding the proviso in the first sentence of the definition thereof) of the Company as of the date of such Demand Notice (an “Affiliated Holder”), which for the avoidance of doubt shall include any Holder with respect to which there is a director serving on the board of directors of the Company (the “Board”) who was appointed by, or is otherwise employed by or affiliated with, such Holder or its Affiliates (each of the foregoing being referred to as the “Initiating Holders”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or all of the Registrable Securities held by such Holders, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate registration statement (the “Demand Registration Statement”) and use reasonable best efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Initiating Holders in the Demand Notice, and (B) all other Registrable Securities which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within ten Business Days after the giving of such written notice by the Company, in each case subject to Section 1.2(e), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. (b) The Company may effect any requested Demand Registration using Form S-3 whenever the Company is eligible to register for resale the Registrable Securities on Form S-3 (unless the Initiating Holder(s) or the managing underwriter(s) of such offering requests the Company to use a Form S-1 in order to sell all of the Registrable Securities requested to be sold). Subject to the terms and conditions of this Agreement (including Section 1.2(c)), for so long as the Company is eligible to register for resale the Registrable Securities on Form S-3, each Ten Percent Holder shall have the right to request an unlimited number of Demand Registrations using Form S-3, which shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations limited by Section 1.2(c). (c) Notwithstanding anything herein to the contrary, the Company shall only be required to (i) effect one Demand Registrations in any 6 month period, (ii) effect a total of not more than four Demand Registrations by (A) Holders beneficially owning not less than 10% of the outstanding shares of the Common Stock in the aggregate and (B) Affiliated Holders, and an additional three Demand Registrations by each Ten Percent Holder throughout the term of this Agreement, and (iii) comply with a request for a Demand Registration (other than a request that the Company conduct an Initial Public Offering) if the Initiating Holders, together with all other Demand Eligible Holders that request Registrable Securities be included in the Demand Registration pursuant to Section 1.2(a), are requesting the registration of Registrable Securities, which is reasonably expected to result in aggregate gross proceeds in excess of $18.3 million. (d) The Company shall use reasonable best efforts to keep the Demand Registration Statement continuously effective under the Securities Act for the period of time necessary for the underwriters or Holders to sell all the Registrable Securities covered by such Demand Registration Statement or such shorter period which will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the SEC 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) (the “Effectiveness Period”). A Demand Registration requested pursuant to this Section shall not be deemed to have been effected (i) if the Registration Statement is withdrawn without becoming effective, (ii) if the Registration Statement does not remain effective in accordance compliance with the provisions of the Securities Act all and the laws of any state or any portion other jurisdiction applicable to the disposition of the Registrable Securities designated covered by such Holder(s); providedRegistration Statement for the Effectiveness Period, however(iii) if, after it has become effective, such Registration Statement is subject to any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency or court for any reason other than a violation of applicable law solely by any selling Holder and has not thereafter become effective, (iv) in the event of an underwritten offering, if the conditions to closing specified in the underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by an Initiating Holder, (v) if the Company does not include in the applicable Registration Statement any Registrable Securities held by a Holder that is required by the terms hereof to be included in such Registration Statement, and (xvi) if the Initiating Holders and Demand Eligible Holders have not been able to sell at least seventy five percent of the Registrable Securities that they have requested to sell in the Demand Notice or Demand Eligible Holder Request. (e) Notwithstanding any other provision of this Section, if (i) the estimated fair market value Initiating Holders intend to distribute the Registrable Securities covered by a Demand Registration by means of an underwritten offering and (ii) the managing underwriters advise the Company and the Initiating Holders that in their reasonable view, or, if such managing underwriters are unwilling to so advise the Company and the Initiating Holders, if the Company concludes after consultation with such managing underwriters and the Holders of Registrable Securities proposed to be included in such offering that in the Company’s reasonable view, the number of shares of Common Stock proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such offering and any securities that the Company or any other Person proposes to be included that are not Registrable Securities) exceeds the number of shares of Common Stock which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be registered is equal to at least $10 million (or included in such Demand Registration, then the entire amount of Company shall so advise all Initiating Holders and Demand Eligible Holders with Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)proposed to be included in such underwritten offering, and (y) prior to shall include in such offering the time the Company is eligible to use Form S-3 for the registration number of Registrable Securities for resale, such Holder(s), shares of Common Stock which can be so sold in the aggregatefollowing order of priority: (A) first, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (included in such underwritten offering by the Initiating Holders and the Demand Eligible Holders, which in the view of such underwriters or the entire amount Company, as applicable, can be sold in an orderly manner within the price range of such offering, pro rata among such Initiating Holders and Demand Eligible Holders on the basis of the number of Registrable Securities then owned requested to be included therein by each such Initiating Holder and Demand Eligible Holder, and (B) second, Other Registrable Securities requested to be included in such underwritten offering to the extent permitted hereunder pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder. (f) The determination of whether any offering of Registrable Securities pursuant to a Demand Registration will be an underwritten offering shall be made in the sole discretion of the Holders if the estimated fair market value of a majority of the remaining Registrable Securities is less than $10 millionincluded in such underwritten offering, and such Holders of a majority of the Registrable Securities shall have the right to (i) determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees, and (ii) select the investment banker(s) and manager(s) to administer the offering (which shall consist of one or more reputable nationally recognized investment banks, subject to the Company’s approval (which shall not be unreasonably withheld, conditioned or delayed)) and one firm of counsel to represent all of the Holders (along with any reasonably necessary local counsel), in connection with such Demand Registration; provided, howeverthat the Company shall select such investment banker(s), that there shall manager(s) and counsel (including local counsel) if such Holders of such majority cannot so agree on the same within a reasonable time period. (g) Any Holder whose Registrable Securities were to be no more than five (5) Demand Registrations included in any such registration pursuant to this Agreement.to

Demand Registration. (a) 3.3.1. At any time (i) Provided that beginning six (6) months following the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more closing of the Registrable Securities issued IPO and outstanding immediately following until the effective date of the Plan fifth (the “Initial Outstanding Amount”)5th) anniversary thereafter, shall have the right, by written notice given to the Company or (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (yii) prior to the time passage of six (6) months following the Company is eligible closing of an IPO, subject to use Form S-3 the restrictions imposed by the underwriters in connection with the IPO, including pursuant to any “lock-up” agreements (which restrictions may be waived by the underwriters), the Initiating Holders may request in writing that all or part of the Preferred Registrable Shares shall be registered for trading on any securities exchange on which Ordinary Shares are then listed by the Company. Any such demand must request the registration of shares in a minimum amount of five million United States dollars ($5,000,000). Within thirty (30) days of the delivery of such written request by the Initiating Holders, the Company shall give written notice of such request to all Holders of Registrable Securities for resaleShares, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant and subject to the provisions limitations of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for ‎3.3, use its reasonable efforts to effect, as promptly as reasonably possible, the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register registration under and in accordance with the provisions of the Securities Act all or any portion of the Preferred Registrable Securities designated Shares that the Holders as are specified in the Initiating Holders’ request, together with the Registrable Shares of any Holder(s) joining in such request as are specified in a written request received by the Company within fifteen (15) days following delivery of the Company’s notice hereunder. 3.3.2. Notwithstanding any other provision of this Section ‎3.3, if the underwriter(s) advises the Company that marketing factors require a limitation of the number of Registrable Shares to be underwritten then the Company shall so advise all Holders of Registrable Shares which would otherwise be underwritten pursuant hereto, and the number of Preferred Registrable Shares that may be included in the underwriting shall be allocated to the Holders of such Holder(s)Preferred Registrable Shares so requesting to be registered on a pro rata basis, based on the number of Preferred Registrable Shares then held by all such Holders; provided, however, that the estimated fair market value number of the Preferred Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned Shares held by the Holders of Preferred Registrable Shares to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Shares excluded or withdrawn from such underwriting shall be withdrawn from the registration. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to Section 3.3 and to become effective less than ninety (90) days after the effective date of any registration requested pursuant to Section 3.3. 3.3.3. Notwithstanding to foregoing, the Company shall not be required to effect a registration pursuant to this Section ‎3.3 (i) after the Company has effected two (2) registrations pursuant to this Section ‎3.3, and such registrations have been declared or ordered effective; (ii) within a period of one hundred and eighty (180) days following the effective date of a previous registration; (iii) during the period starting sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of a registration statement pertaining to the Company’s securities (but other than registration relating solely to employee benefit plans on Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a SEC Rule 145 transaction on Form F-4 or similar forms that may be promulgated in the future or that may apply under the laws of the applicable jurisdiction); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; or (iv) if the estimated fair market value Company shall furnish to Holders requesting a registration statement pursuant to this Section ‎3.3, an officer’s a certificate signed by the Chief Executive Officer stating that in the good faith judgment of the remaining Registrable Securities is less Board, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than $10 million), provided, however, ninety (90) days after receipt of the request of the Initiating Holders; provided that there such right to delay a request shall be exercised by the Company no more than five once in any twelve (512) Demand Registrations pursuant to this Agreementmonth period.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time On one occasion after the date of the Closing of Biogen's first Share Purchase under this Article 3 but before the second anniversary of the closing date of the Merger, Biogen may request that all of the Company becomes a registrant Shares owned by Biogen as of such date be registered under the Exchange ActSecurities Act on a Registration Statement on Form S-3 (or a successor form) (the "Resale S-3"). ---------- Upon the receipt of such request Targeted shall use its Reasonable Commercial Efforts (as defined below) to effect the Resale S-3 as soon as practicable, any Holder or group at Targeted's expense, and to cause the Resale S-3 to remain effective until the earlier of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following 180 days from the effective date of the Plan (Resale S-3 and the “Initial Outstanding Amount”), shall date on which all the Shares covered by the Resale S-3 have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)been sold; provided, however, that Targeted shall not be required to effect the Resale S-3 if (xA) if Form S-3 is not available for such registration; (B) the estimated fair market value of the Registrable Securities requested Shares to be registered is equal included in the Resale S-3 would have an aggregate price to at least $10 million (or the entire amount public of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and 1,000,000; (yC) prior Targeted shall furnish to Biogen a certificate signed by the time the Company president of Targeted stating that (1) Targeted is eligible engaged or has bona fide plans to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s)engage in a registered public offering or is engaged in any other activity that, in the aggregategood faith judgment of Targeted's board of directors, shall only would be entitled to one Demand Registration per calendar year pursuant to adversely affected by the provisions requested registration or (2) the requested registration would involve initial or continuing disclosure obligations that are not in the best interests of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c)Targeted's shareholders at such time, in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, event Targeted shall have the right to request defer the Company filing of the Resale S-3 for a period of not more than 90 days after receipt of the request; or (D) Targeted has already effected a registration statement on Form S-3 or Form S-1 within the 180-day period preceding the date of such request. As used in this Agreement, "Reasonable Commercial Efforts" shall be determined under the law of the state ----------------------------- of Delaware, and shall mean such good faith efforts as are consistent with efforts made by businesses of similar size and resources in a similar circumstance and context to register under achieve the particular result in a timely manner, but shall not require a party to take actions that would be commercially unreasonable to such party in that circumstance. (ii) In the event Targeted effects the Resale S-3 pursuant to this Section 3.6.2 (a) Targeted shall indemnify and in accordance with hold harmless Biogen, each underwriter of such Shares, if any, and each other person, if any, who controls Biogen or such underwriter within the provisions meaning of the Securities Act all or the Exchange Act against any portion losses, claims, damages or liabilities, joint or several, to which Biogen or such underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in the Registrable Securities designated by Resale S-3, any preliminary prospectus or final prospectus contained in the Resale S-3 (the "Prospectus"), ---------- or arise out of or are based on the omission or alleged omission to state a material fact required to be stated in the Resale S-3 or necessary to make the statements in the Resale S-3 not misleading; and Targeted will reimburse Biogen or such Holder(s)underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Targeted will not be liable in any such case to the estimated fair market value extent that any such loss, claim, damages or liability arises out of or is based on an untrue statement or alleged untrue statement or omission or alleged omission made in the Resale S-3, the Prospectus or any amendment or supplement of the Registrable Securities requested to be registered is at least $10 million (Resale S-3 or the entire amount Prospectus in reliance on and in conformity with written information furnished to Targeted by or on behalf of Registrable Securities then owned Biogen expressly for use in the Resale S-3 or the Prospectus or any untrue statement in such prospectus or omission of a material fact required to make a statement not misleading in the Prospectus that is corrected in any subsequent Prospectus that was delivered to Biogen before the pertinent sale or sales by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementBiogen.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement. (ii) Upon receipt of a Demand Notice, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Securities held by them in the proposed registration by submitting their own Demand Notice. In connection with any Demand Registration in which more than one Holder participates, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Securities to be included in such offering that the total number of Registrable Securities to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Securities to be sold), then the Registrable Securities to be offered shall be distributed first, amongst the participating Holders pro rata according to each Holder’s overall percentage of participating Registrable Securities and second, amongst holders of any securities included by the Company (whether for its own account or otherwise) that are not Registrable Securities in any such offering. In the event of such a pro-rata distribution, to the extent that any Holder (or Holders) has not submitted a Demand Notice, or withdraws from the underwriting, then those Shares that would have been allocated pro-rata to the non-participating Holder if they had participated shall be distributed first amongst the participating Holders, pro rata according to each participating Holder’s overall percentage of participating Registrable Securities and second, amongst holders of any securities included by the Company (whether for its own account or otherwise) that are not Registrable Securities in any such offering. (b) The Company, within forty-five (45) days of the date on which the Company receives a Demand Notice given by Holders in accordance with Section 3(a), shall file with the SEC, and the Company shall thereafter use its commercially reasonable efforts to cause to be declared effective as promptly as practicable, a Registration Statement on the appropriate form for the registration and sale, in accordance with the intended method or methods of distribution, of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration”). Any Demand Registration may, at the request of the Holders submitting the Demand Notice, be a Shelf Registration to the extent permitted by the rules and regulations of the SEC. (c) The Company shall use commercially reasonable efforts to keep each Registration Statement filed pursuant to this Section 3 continuously effective and usable for the resale of the Registrable Securities covered thereby (i) in the case of a Registration that is not a Shelf Registration, for a period of one hundred twenty (120) days from the date on which the SEC declares such Registration Statement effective and (ii) in the case of a Shelf Registration, for a period of two (2) years from the date on which the SEC declares such Registration Statement effective, in either case (x) until such earlier date as all of the Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement, and (y) as such period may be extended pursuant to this Section 3. The time period for which the Company is required to maintain the effectiveness of any Registration Statement shall be extended by the aggregate number of days of all Delay Periods and all Interruption Periods occurring with respect to such Registration and such period and any extension thereof is hereinafter referred to as the “Effectiveness Period”. (d) The Company shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 3, or suspend the use of any effective Registration Statement under Section 2 or this Section 3, for a reasonable period of time (a “Delay Period”), (i) if the Company has notified the Holders that in the good faith judgment of the Company, it would be materially detrimental to the Company or its security holders for such registration to be effected at such time, in which event the Company shall have the right to defer such registration for a period of not more than 60 days; provided, that such right to delay a registration pursuant to this clause (d)(i) shall be exercised by the Company only if the Company has generally exercised (or is concurrently exercising) similar black-out rights against holders of similar securities that have registration rights, if any or (ii) during any Scheduled Black-Out Period; provided, that the total number of days that any such suspension, deferral or delay in registration pursuant to clauses (d)(i) and d(ii) in the aggregate may be in effect in any 180 day period shall not exceed 60 days. (e) Notwithstanding any provision of this Agreement to the contrary, if the Company is required to file a post-effective amendment to a Registration Statement to incorporate the Company’s quarterly and annual reports and audited financial statements on Form 10-Q and Form 10-K, the Company may (A) postpone or suspend the filing of such Registration Statement for a period not to exceed thirty (30) consecutive days or (B) postpone or suspend effectiveness of such Registration Statement for a period not to exceed twenty (20) consecutive days; provided that the Company may not postpone or suspend effectiveness of a Registration Statement pursuant to this clause (e) for more than sixty (60) days in the aggregate in any twelve-month period. (f) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 3, in any particular jurisdiction in which the Company would be required to execute a general consent to service of process or qualify to do business in effecting such Registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. (g) Without prior written notice, the Company shall not include any securities (whether for its own account or otherwise) that are not Registrable Securities in any Registration Statement filed pursuant to this Section 3. Any such securities so included shall be subject to the cut-back provisions of Section 3(a)(ii). (h) Holders of a majority in number of the Registrable Securities to be included in a Registration Statement pursuant to this Section 3 may, at any time prior to the effective date of the Registration Statement relating to such Registration, revoke such request by providing a written notice to the Company revoking such request. Any such Demand Request so withdrawn shall not be counted for purposes of determining the number of requests for registration to which the Holders of Registrable Securities are entitled pursuant to this Section 3 if the Holders of Registrable Securities who revoked such request reimburse the Company for all its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement; provided, however, that, if such revocation was based on (i) the Company’s failure to comply in any material respect with its obligations hereunder or (ii) the institution by the Company of a Delay Period or the occurrence of any Interruption Period, such reimbursement shall not be required.

Demand Registration. (a) (i) Provided that If the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, Corporation receives at any time after six (6) months after the closing of the Corporation's first underwritten public offering of shares pursuant to a registration statement, a written request from (A) the Holders of at least fifty percent (50%) of shares of the Investor Registrable Securities then outstanding excluding Holders described in clause (B) hereof, or (B) any Holder who purchased more than 650,000 shares of Series D Preferred Stock issued pursuant to the Purchase Agreement (a "Series D Holder"), that the Corporation file a registration statement on Form S-1 (or similar successor forms) under the Securities Act covering the registration of the Investor Registrable Securities having an aggregate offering price, before deduction of underwriter discounts and commissions, of at least $5,000,000, then the Corporation shall, within ten (10) business days after the receipt thereof, give written notice of such request to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Investor Registrable Securities which the Holders request to be registered and included in such registration, subject only to the limitations of this Section 6(d). (ii) If the Holders initiating the registration request under this Section 6(d) ("Initiating Holders") intend to distribute the Investor Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation as a part of their request made pursuant to this Section 6(d) and the Corporation shall include such information in the written notice (iii) The Corporation shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 6(d): (A) In any particular jurisdiction in which the Corporation would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance except as may be required by the Securities Act; (B) After the Corporation has initiated four (4) such registrations pursuant to this Section 6(d) two of which may only be initiated by a Series D Holder and two of which may only be initiated by Holders of Registrable Securities who are not Series D Holders; (C) During the period starting with the date that sixty (60) days prior to the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more Corporation's good faith estimate of the Registrable Securities issued date of filing of, and outstanding immediately following ending on a date one hundred eighty (180) days after the effective date of, a Corporation-initiated registration; provided that the Corporation is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (D) If the Initiating Holders propose to dispose of shares of Investor Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 6(f) hereof; (E) If, (1) in the good faith judgement of the Plan (Board of Directors of the “Initial Outstanding Amount”), shall have the right, by written notice given Corporation such registration would be seriously detrimental to the Company (a “Demand Notice”), to request Corporation and the Company to register under and in accordance with the provisions Board of Directors of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); providedCorporation concludes, howeveras a result, that (x) it is essential to defer the estimated fair market value filing of the Registrable Securities requested to be registered is equal to such registration statement at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)such time, and (y2) prior the Corporation shall furnish to the time Holders a certificate signed by the Company is eligible to use Form S-3 for President of the registration of Registrable Securities for resale, such Holder(s), Corporation stating that in the aggregategood faith judgement of the Board of Directors of the Corporation, shall only it would be entitled to one Demand Registration per calendar year pursuant seriously detrimental to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect Corporation for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will such registration statement to be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, filed in the aggregatenear future and that it is, ten percent therefore, essential to defer the filing of such registration statement, then the (10%iv) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and All expenses incurred in accordance connection with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations demand registration effected pursuant to this AgreementSection 6(d), including without limitation all federal and "blue sky" registration and qualification fees, printers' and accounting fees, and fees and disbursements of counsel for the Corporation (but excluding underwriters' discounts and commissions and expenses of special counsel of selling Holders)(the "Registration Expenses") shall be borne by the Corporation. In addition, each Holder participating in a registration pursuant to this Section 6(d) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters in connection with such offering.

Demand Registration. (a) One or more Stockholders which shall have maintained continuous beneficial ownership, individually or in the aggregate, following the Closing of at least 10% of the Fully-Diluted Shares (iexcluding any Fully- Diluted Shares sold or otherwise disposed of by any Stockholder after the Closing, if even subsequently reacquired) Provided that the Company does not shall have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Sectionright, at any time after the date 90th day following successful launch and commercially viable operation, for a period of 60 consecutive days, of QuickBird 1, or any successor to such satellite, to request that the Company becomes a registrant register, in an underwritten public offering or otherwise, under the Exchange 1933 Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated an aggregate fair market value of the Registrable Securities requested to be registered is equal to at least $10 million 5,000,000 held by it or them (any registration resulting from such a request a "Demand Registration," with such Stockholder or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, Stockholders making such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s"Demanding Stockholder"); provided, however, that the estimated fair market value Other Holders shall have no right to request a Demand Registration prior to 180 days following an Initial Public Offering. A request for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold. A registration made pursuant to such a request shall not qualify as a Demand Registration hereunder until (a) the registration statement relating thereto has been declared effective by the SEC and (b) the Demanding Stockholder is able to register and sell at least 75% of the Registrable Securities requested to be registered included in such registration. The Company shall not be required to effect, and each of ITT, the B Holders and the Other Holders shall not be entitled to request, more than three registrations each per ITT, the B Holders and the Other Holders under this Section 5.2. (b) Promptly (but in no event more than ten days) after receipt of a request for a Demand Registration, the Company shall provide notice of such request to the non-Demanding Stockholders, and such non-Demanding Stockholder shall have the right, within 10 days after the date of receipt of such notice from the Company, to request that the Company include in the offering to which the Demand Registration relates all or a portion of such non-Demanding Stockholders' Registrable Securities. (c) The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the Demanding Stockholder. If a Demand Registration is at least $10 million (an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number or the entire amount class of Registrable Securities then and, if permitted hereunder, other securities requested to be included in such offering, exceeds the number or class of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company shall include in such Demand Registration (A) first, the number of Registrable Securities requested to be included in such registration by any Stockholders pro rata, if necessary, among such Stockholders based on the number of Registrable Securities owned by each such Stockholder, (B) second, the Holders number of equity securities to be registered for the account of the Company, and (C) third, any other securities of the Company requested to be included in such registration pro rata, if necessary, on the basis of the number of such other securities owned by each holder of such other securities. (d) Notwithstanding the foregoing, if the estimated fair market value Company shall furnish to the Demanding Stockholder a certificate signed by an officer of the remaining Registrable Securities Company stating that, in the reasonable good faith judgment of the Board, it would not be in the best interests of the Company and its stockholders for such registration to be effected (because the Company is less than $10 millionengaging in or intends to engage in an acquisition, divestiture or other material transaction or due to other extraordinary events relating to the Company, but, in any case, not including for purposes of the Company avoiding its obligations hereunder), then the Company shall have the right to defer such registration for a period of not more than 90 days after receipt of the request of the Demanding Stockholder; provided, however, that there (i) the Company shall not be entitled to defer its obligation to effect a registration for an aggregate of more than 180 days within any 365-day period and (ii) the Company shall make and communicate to the selling Stockholders its determinations under this paragraph in respect of a registration under this Section 5.2 within 15 days of the Company's receipt of the Demand Registration notice in respect of such registration or, to the extent reasonably practicable, promptly after becoming aware of such transaction. (e) The Demanding Stockholder shall select the book-running and other managing underwriters in connection with an offering pursuant to a Demand Registration, and any additional investment bankers and managers to be used in connection with the offering, in each case which shall be no more than five (5) Demand Registrations pursuant reasonably satisfactory to this Agreementthe Company.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, If at any time after the date that the Company becomes receives a registrant request to file a Registration Statement, a completed Questionnaire and the other information required under the Exchange Act, any Holder or group of this Agreement from Holders holding, in the aggregate, ten percent (10%) or more holding a majority of the Registrable Securities issued and then outstanding immediately following the effective date of the Plan (the “Initial Outstanding AmountInitiating Holders”), then the Company shall have the right, by (i) within 10 Business Days give written notice given to thereof (the Company (a “Demand Notice”)) to all Holders other than the Initiating Holders, to request the Company to register under (ii) as soon as practicable, and in accordance any event within 75 days after the date such request is given by the Initiating Holders, file a Registration Statement with the provisions of the Securities Act SEC covering all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Initiating Holders requested to be registered and any additional Registrable Securities requested to be registered is equal included in such registration by any other Holders, as specified by notice given by each such other Holder delivered to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value Company within 20 days of the remaining Registrable Securities date the Demand Notice is less than $10 milliongiven, and in each case, subject to the limitations of Section 2.2(b), and (yiii) at its own cost, use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicable. (b) Notwithstanding the foregoing obligations, the Company may suspend the use of any Prospectus for a period not to exceed 75 days in any 90-day period or an aggregate of 120 days in any 12-month period (each, a “Suspension Period”), if the Company shall have determined in good faith that, because of valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, plans for a registered public offering, an acquisition or other proposed or pending corporate developments and similar events because of filings with the SEC or any events described in Section 3(h), it is in the best interests of the Company to suspend such use; provided, that (i) the Company may not suspend such use more than once in any 12-month period, and (ii) prior to suspending such use the time Company provides Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension (and each Holder agrees not to sell any Registrable Securities pursuant to the Registration Statement until such Holder is advised in writing that the Prospectus may be used, which notice the Company agrees to provide promptly following the lapse of the event or circumstances giving rise to such suspension). Each Holder shall keep confidential any communications received by it from the Company regarding the suspension of the use of the Prospectus (including, without limitation, the fact of the suspension), except as required by applicable law. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.2(a) (i) during the period that is 30 days before the Company’s good faith estimate of the date of filing of, and ending on a date that is 90 days after the effective date of, a Company-initiated registration pursuant to which Holders had an opportunity to register Registrable Securities pursuant to Section 2.3; provided, that the Company is eligible actively employing in good faith reasonable efforts to use Form S-3 cause such registration statement to become effective, or (ii) if the Company has effected two (2) registrations pursuant to Section 2.2(a). Notwithstanding anything in Section 2.2 to the contrary, the Company shall not be required to effect more than one registration pursuant to Section 2.2(a) during the period from the date hereof through the one year anniversary of the date hereof. A registration shall not be counted as “effected” for purposes of this Section 2.2(c) until such time as the applicable registration statement has been declared effective by the SEC. (d) It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities for resale, such Holder(s), in the aggregate, shall only and as may be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that reasonably requested by the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right from time to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementtime.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, If Acusphere shall receive at any time after the date that earlier of (i) December 31, 2002 or (ii) six months after the Company becomes closing of an initial public offering of securities of Acusphere (other than a registrant under registration statement relating either to the Exchange Actsale of securities to employees of Acusphere pursuant to a stock option, any Holder stock purchase or group similar plan or a SEC Rule 145 transaction), a written request from (i) the Holders of Holders holding, in the aggregate, ten at least forty percent (1040%) or more of the Registrable Securities issued and outstanding immediately following other than the effective date Elan Registrable Securities then outstanding, or (ii) the Holders of at least a majority of the Plan Elan Registrable Securities then outstanding, that Acusphere effect a registration statement under the Act with respect to all or a part of the Registrable Securities, then Acusphere shall: (i) within ten (10) days of the “Initial Outstanding Amount”receipt thereof, give written notice of such request to all Holders; and (ii) effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered, subject to the limitations of subsection 2.2(b), shall have within thirty (30) days of the right, mailing of such notice by written notice given to the Company (a “Demand Notice”), to request the Company to register under and Acusphere in accordance with Section 4.5. (b) If the provisions of Holders initiating the Securities Act all or any portion of registration request hereunder (the "Initiating Holders") intend to distribute the Registrable Securities designated covered by their request by means of an underwriting, they shall so advise Acusphere as a part of their request made pursuant to subsection 2.2(a) and Acusphere shall include such Holder(sinformation in the written notice referred to in subsection 2.2(a); provided, however, that (x) the estimated fair market value . The underwriter will be selected by Acusphere and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include Registrable Securities requested in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with Acusphere as provided in subsection 2.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be registered is equal underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to at least $10 million (or the entire amount of Registrable Securities then of Acusphere owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)each Holder; provided, however, that the estimated fair market value number of the Registrable Securities requested to be registered is at least $10 million (or the entire amount shares of Registrable Securities then owned to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if Acusphere shall furnish to the Holders requesting registration pursuant to this Section 2.2, a certificate signed by the Holders if Chief Executive Officer of Acusphere stating that in the estimated fair market value good faith judgment of the remaining Registrable Securities is less Board of Directors of Acusphere, it would be seriously detrimental to Acusphere and its stockholders for a registration statement to be filed and it is, therefore, essential to defer the filing of such registration statement, Acusphere shall have the right to defer taking action with respect to such filing for a period of not more than $10 million), one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that there shall be no Acusphere may not utilize this right more than five once. (5d) Demand Registrations Acusphere shall not be obligated to effect, or to take any action to effect, any registration pursuant to this AgreementSection 2.2 after Acusphere has effected four registrations on Form S-1 or its then equivalent pursuant to this Section 2.2 and such registration statements have been declared or ordered effective and the sales of Registrable Securities under such registration statements have closed; provided, however, that in any event (i) the Holders of at least forty percent (40%) of the Registrable Securities other than the Elan Registrable Securities shall be entitled to at least one demand registration pursuant to Section 2.2(a) hereto, and (ii) the Holders of at least a majority of the Elan Registrable Securities shall be entitled to at least one demand registration pursuant to Section 2.2(a) hereto. (e) No incidental right under this Section 2.2 shall be construed to limit any registration required under Section 2.3 or Section 2.4 herein.

Demand Registration. (a) At the request of Sponsors, the ------------------- Company shall use reasonable efforts to effect the registration under the Securities Act pursuant to the terms of this Section 4.1(a) of the shares of Common Stock held by Sponsors; provided that upon the Public Sale of all of -------- Sponsors' Common Stock, Sponsors will no longer be entitled to any registration rights pursuant to this Section 4. 1. At the request of Cendant, the Company shall use reasonable efforts to effect a registration under the Securities Act pursuant to this Section 4.1(a) of the shares of Common Stock or Convertible Preferred Stock held by Cendant. Sponsors jointly and Cendant shall each be entitled to four underwritten registrations pursuant to this Section 4.1 and Sponsors jointly and Cendant shall each be entitled to one "shelf" registration pursuant to this Section 4. 1. Until the earlier of (i) Provided that the third anniversary of the date hereof or (ii) the date on which Sponsors own less than 5% of the Common Stock, in any such registration requested by Sponsors or Cendant, and in any additional underwritten registrations of Common Stock held by Sponsors or Cendant which the Company does not elects to effect (other than as required pursuant to this Section 4.1(a)), Sponsors shall be entitled to register up to the greater of (i) 80% of the total number of shares to be registered in the secondary offering by Sponsors and Cendant (including any shares to be sold by Sponsors and Cendant pursuant to the underwriters' over-allotment option, if exercised) or (ii) such percentage of the total number of shares to be registered in the secondary offering by Sponsors and Cendant such that Sponsors will have sold at least 70% of all shares sold by Sponsors and Cendant following the Registration Statement filed Company's initial public offering. After the third anniversary of the date hereof, in any registration requested by Sponsors or Cendant, and in any additional under written registrations of Common Stock held by Sponsors or Cendant which the Company elects to effect (other than as required pursuant to this Section 4.1(a)), each of Sponsors and Cendant shall be entitled to register a number of shares equal to 50% of the total number of shares to be registered in the secondary offering by Sponsors and Cendant (including any shares to be sold by Sponsors and Cendant pursuant to the underwriters' over-allotment option, if exercised). Notwithstanding the foregoing, once Sponsors own less than 5% of the Common Stock, in any registration requested by Cendant or Sponsors, Cendant shall be entitled to register 100% of the total number of shares to be registered in a secondary offering (including any shares to be sold pursuant to the underwriters' overallotment option, if exercised), subject to Sponsors' right to include shares in such registration pursuant to Section 2 effective and usable 4.2 (subject to such Holder or group of Holders requesting a Demand Registration under this Sectionthe limitations set forth in Section 4.2(b)). In any registration hereunder, Cendant shall be entitled, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”)its election, to request (i) register the number of shares permitted to be registered by Cendant hereunder or (ii) cause the Company to register on its own behalf the number of shares set forth in clause (i) and use the proceeds from the sale of such shares to redeem, at Cendant's election, the Convertible Preferred Stock or Senior Preferred Stock, if permitted by applicable law. If the proceeds of any sale under this Section 4.1 are not permitted under applicable law to be used to redeem the Convertible Preferred Stock or Senior Preferred Stock, then such proceeds shall be held by the Company to be paid in respect of such shares when and to the extent permitted by law. (b) Registrations under this Section 4.1 shall be on such appropriate registration form of the Commission (i) as shall be selected by the Company and (ii) as shall permit the disposition of the Common Stock in accordance with the provisions intended method or methods of disposition. (c) The Company will pay all Registration Expenses in connection with any registration pursuant to this Section 4.1. (d) If a registration pursuant to this Section 4.1 involves an underwritten offering, the Securities Act all underwriter or any portion of underwriters thereof shall be selected, after consultation with the Registrable Securities designated Company, jointly by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)Sponsors and Cendant, and (y) prior shall be reasonably acceptable to the time the Company is eligible to use Form S-3 for the Company. (e) A registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year requested pursuant to the provisions of this Section 3(a)(i4.1 shall not be deemed to have been effected (i) unless any Demand Registration if a registration statement with respect thereto has not become effective, provided that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal of Sponsors or Cendant to proceed shall be deemed to have been effected by the Company at the request of Sponsors or Cendant, as the case may be, (ii) if, after it has become effective, such registration becomes subject to, for longer than 90 days, any stop order, injunction or other order of the Commission or other governmental agency or court for any reason or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than by reason of some act or omission by Sponsors. If a registration requested pursuant to this Section 4.1 is not maintained in effect to be a "shelf" registration, the Company shall use reasonable efforts to keep such registration statement effective for one year after the respective periods set forth in Section 3(c)effective date thereof, in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time provided that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in shall not be required to keep the aggregate, ten percent (10%) or more registration statement effective if the continued effectiveness of the Initial Outstanding Amount, shall have the right to request registration statement would require the Company to register under disclose a material financing, acquisition or other corporate development and the Company shall have determined that such disclosure is not in accordance with the provisions best interests of the Securities Act all or any portion Company for such period not to exceed 180 days; and provided further that the requirement to use reasonable efforts to keep the registration statement effective shall be extended one day for each day that the Company allows the effectiveness of the Registrable Securities designated by such Holder(s); providedregistration statement to lapse in reliance on the preceding proviso. (f) If a registration pursuant to this Section 4.1 involves an underwritten offering, howeverand the managing underwriter shall advise the Company in writing (with a copy to each holder of Common Stock being registered) that, that in its opinion, the estimated fair market value number of the Registrable Securities shares of Common Stock requested to be registered is at least $10 million (or included in such registration exceeds the entire amount of Registrable Securities then owned by number which can be sold in such offering within a price range acceptable to the Holders if Stockholders requesting such registration, the estimated fair market value Company will include in such registration, to the extent of the remaining Registrable Securities number which the Company is less than $10 millionso advised can be sold in such offering, Common Stock to be included in such registration by Sponsors and Cendant (or, if Cendant makes the election described in Section 4.1(a), provided, however, that there shall the Company) pro rata among such holders on the basis of the number of --- ---- shares of Common Stock requested to be no more than five (5) Demand Registrations pursuant to this Agreementincluded by such holders.

Demand Registration. (a) If at any time or from time to time the Company shall receive a written request from (ix) Provided a Holder or Holders holding more than 15% of the then outstanding Registrable Securities (assuming for this purpose that all Preferred Shares are converted in full, and irrespective of any limitations on conversion contemplated by the Certificates of Designations of such stock) or (y) any Initial Investor Holder (such requesting Person(s), the "Requesting Holders"), that the Company does not have effect the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act of all or any portion of such Requesting Holders' Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request, a "Demand Registration") at least 21 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Holders, and the Company shall effect (subject to the limitations set forth in Sections 2.01(e) hereof), as expeditiously as possible, the registration under the Securities Act of: (i) all Registrable Securities for which the Requesting Holders have requested registration under this Section 2.01, and (ii) all other Registrable Securities that any other Holders (all such Holders, together with the Requesting Holders, the "Registering Holders") have requested the Company to register by request received by the Company within 14 days after such Holders receive the Company's notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods of disposition specified in such request) of the Registrable Securities designated so to be registered; provided that no Person may participate in any registration statement pursuant to this Section 2.01(a) for an underwritten offering unless such Person agrees to sell its Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Requesting Holders (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder(s)Holder has requested the Company to include in such transaction) and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Registering Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of its Registrable Securities to be transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer, and (iii) such matters as may be reasonably requested pertaining to such Person's compliance with securities laws; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person shall be in proportion thereto; and provided, further, that such liability shall be limited to the net amount received by such Person from the sale of its Registrable Securities pursuant to such offering; provided that, subject to Section 2.01(d) hereof, the Company shall not be obligated to: (A) effect any Demand Registration pursuant to clause (x) of the estimated fair market value first paragraph of this Section 2.01(a) unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be registered is equal to included by all Registering Holders in such Demand Registration are at least $10 50 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(sdeducting underwriting discounts and commissions), in the aggregate, shall only be entitled to ; (B) effect more than one Demand Registration per calendar year Initial Investor Holder pursuant to clause (y) of the provisions first paragraph of this Section 3(a)(i2.01(a) unless any or effect more than two Demand Registrations per Initial Investor Group pursuant to clause (y) of the first paragraph of this Section 2.01 (a) (it being understood that the limitations in this clause (B) shall not limit rights to Demand Registrations pursuant to clause (x) of the first paragraph of this Section 2.01(a)); (C) effect a Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional within 180 days of having effected a prior Demand Registration pursuant hereto. Following to this Section 2.01. (b) Promptly after the time that expiration of the 14-day period referred to in Section 2.01(a)(ii) hereof, the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of will notify all Registering Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions identities of the other Registering Holders and the number of shares of Registrable Securities Act all or requested to be registered. At any portion time prior to the effective date of the registration statement relating to such registration, the Requesting Holders holding a majority of the Registrable Securities designated requested by such Holder(sRequesting Holders to be included in such registration may revoke such request without liability to any of the other Registering Holders, by providing a notice to the Company revoking such request. (c) The Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such registration is effected. (d) A Demand Registration shall not be deemed to have occurred: (i) unless (A) the registration statement relating thereto shall have become effective under the Securities Act and shall have remained effective for a period of at least 180 consecutive days (or such shorter period in which all Registrable Securities of the Registering Holders included in such registration have actually been sold thereunder), provided that such registration shall not be considered a Demand Registration if, after such registration statement becomes effective, such registration statement (or the use of the related prospectus) is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, and (B) if in connection with an underwritten offering, all customary conditions in the applicable underwriting agreement shall have been satisfied, other than any failure primarily due to an act, omission or misrepresentation of a Holder participating therein; providedor (ii) if due to the Demand Maximum Offering Size provision of Section 2.01(e) hereof, howeverless than 75% of the Registrable Securities of the Requesting Holders sought to be included in such registration are included. (e) If a Demand Registration involves an underwritten public offering and the managing underwriter advises the Requesting Holders that, in its view, the number of shares that the estimated fair market value Registering Holders 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 shares can be sold (the "Demand Maximum Offering Size"), the Company shall include in such registration, in the priority listed below, up to the Demand Maximum Offering Size: (i) first, all Registrable Securities requested to be registered is at least $10 million by the Requesting Holders and all Registrable Securities requested to be included in such registration by any other Registering Holders (or allocated, if necessary for the entire amount offering not to exceed the Demand Maximum Offering Size, pro rata among such Requesting Holders and other Registering Holders on the basis of the relative number of Registrable Securities then owned so requested to be included in such registration by each); and (ii) second, any shares of Common Stock proposed to be registered by the Holders if Company for its own account. (f) The Company may defer the estimated fair market value filing (but not the preparation) of a registration statement required by Section 2.01 hereof until a date not later than 90 days after the date of the remaining Registrable Securities request to file such registration statement if (i) at the time the Company receives the request to register shares, the Company is less than $10 millionengaged in confidential negotiations or other confidential business activities or the Board of Directors of the Company determines that the Company is at such time otherwise in possession of material non-public information with respect to the Company, in each case, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), providedand the Board of Directors of the Company determines in good faith that such public disclosure at that time would be materially detrimental to the Company and its stockholders (other than, howeverif applicable, that there shall be no more than five the Holders requesting such registration), or (5ii) Demand Registrations prior to receiving the request to register shares, the Board of Directors of the Company had resolved to effect a registered underwritten public offering of Company equity securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is actively proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this AgreementSection 2.01(f) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are terminated or publicly disclosed (or such material non-public information has been publicly disclosed), or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.01(f), the Company shall promptly (but in any event within 7 days), upon determining to seek such deferral, deliver to each Holder requesting such registration a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.01(f) and (unless such Holder had previously requested in writing that the Company not disclose to it such information under this paragraph) a general statement of the reason for such deferral and an approximation of the anticipated delay (to the extent it shall be legally permissible for the Company to so disclose such information to such Holder). The Company may defer the filing of a registration statement pursuant to this Section 2.01(f) only once in any 360-day period and the period of deferrals shall not exceed 90 days in the aggregate over any 360-day period.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, Request by Holders. If at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more earlier of the Registrable Securities issued expiry of (i) the four (4)-year period following the date of this Agreement and outstanding immediately (ii) the one hundred eighty (180) day period following the effective date of the Plan registration statement for the Initial Public Offering, the Company receives a request from the Initiating Holders that the Company file a registration statement under the Securities Act covering the Registrable Securities pursuant to this Section 9.3, then the Company shall, within ten (10) Business Days following the receipt of such written request, give written notice of such request (the “Initial Outstanding AmountRequest Notice”)) to all Holders, shall have and use its reasonable best efforts to effect, as soon as practicable, the right, registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (a “Demand 20) days after receipt of the Request Notice”), subject only to request the limitations of this Section 9.3; provided that the Company shall not be obligated to register under and effect any such registration if the Company has, within the six (6)-month period prior to the date of such request, already effected a Registration pursuant to this Section 9.3 or Section 9.5 (provided, that the Company is actively employing in accordance with good faith reasonable best efforts to cause such registration statement to become effective) or in which the Holders had an opportunity to participate pursuant to the provisions of Section 9.4, other than a Registration from which the Registrable Securities Act of the Holders have been excluded (with respect to all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (yrequested be included in such Registration) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million9.4(a), provided, howeverfurther that the Holders, that there together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of no less than US$50,000,000. For purposes of this Agreement, at the election of the Initiating Holders in connection with the exercise of any registration right in this Agreement, reference to Registration shall be no more deemed to mean the equivalent registration in a jurisdiction other than five (5) Demand Registrations pursuant the United States as designated by such Initiating Holders, it being understood and agreed that in each such case all references in this Agreement to this Agreementthe Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction.

Demand Registration. (a) (i) Provided On or after the date of the closing of the sale of the First Tranche Purchased Shares (the “First Tranche Closing”), as provided in Section 1.3 of the Investment Agreement, subject to the lapse or termination of restrictions on transfer in Section 6.5(a) of the Investment Agreement, if the Company shall receive from a Holder a request (the requesting Holder shall be referred to herein as the “Requesting Holder”) that the Company does not have effect the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act of all or any portion of the Requesting Holder’s Registrable Shares, 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 ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to all other Holders and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities designated Act of: (a) subject to the restrictions set forth in Section 2.01(v) hereof (and, during the first 18 months following the Third Tranche Closing, provided that the Registrable Shares may be transferred in accordance with the restrictions set forth in Section 6.5(a) of the Investment Agreement), all Registrable Shares for which the Requesting Holder has requested registration under this Section 2.01, and (b) subject to the restrictions set forth in Sections 2.01(v) and 2.02 hereof, all other Registrable Shares of the same class as those requested to be registered by the Requesting Holder that any Holder or Holders (all such Holder(s)Holders, together with the Requesting Holder, the “Registering Holders”) have requested the Company to register pursuant to Section 2.02, by request received by the Company within seven (7) Business Days after such Holders 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 Shares so to be registered; provided, howeverthat, that (x) the estimated fair market value Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities Shares requested to be registered is equal included in such Demand Registration equals or exceeds $5,000,000, (y) the Company shall not be obligated to at least $10 million effect more than two (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)2) Demand Registrations, and (yz) prior to the time the Company is eligible shall not be obligated to use Form S-3 for effect a Demand Registration within less than ninety (90) days after (I) any other completed Demand Registration or (II) the effective date of a registration statement or the completion of Registrable Securities for resale, such Holder(s)a Piggyback Underwritten Offering pursuant to Section 2.02, in which the aggregate, shall only be entitled to one Requesting Holders in the Demand Registration per calendar year had an opportunity to participate, other than a registration or Piggyback Underwritten Offering pursuant to the provisions of Section 2.02(ii) from which more than 20% of the Registrable Shares of the Requesting Holders that were previously requested to be included were excluded. * Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [**]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (ii) Promptly after the expiration of the seven (7) Business-Day period referred to in Section 3(a)(i2.01(i)(b), the Company will notify all Registering Holders of the identities of the other Registering Holders and the number of Registrable Shares requested to be included therein. At any time prior to the effective date of the registration statement relating to such registration, the Requesting Holder may revoke such request, without liability to any of the other Registering Holders, by providing a notice to the Company revoking such request. A request, so revoked, shall be considered to be a Demand Registration unless (a) unless such revocation arose out of the fault of the Company (in which case the Company shall be obligated to pay all Registration Expenses in connection with such revoked request), or (b) the Requesting Holder reimburses the Company for all Registration Expenses of such revoked request. (iii) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration does not become effective or Registration, regardless of whether such registration is not maintained in effect for the respective periods effected, except as set forth in Section 3(c2.01(ii)(b), in which case the relevant Holder(s. (iv) will be entitled to an additional A Demand Registration pursuant hereto. Following shall not be deemed to have occurred unless the time that the Company becomes eligible for use of Form S-3 registration statement relating thereto (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%I) or more of the Initial Outstanding Amount, shall have the right to request the Company to register has become effective under and in accordance with the provisions of the Securities Act and (II) has remained effective for a period of at least 180 days (or such shorter period in which all or any portion Registrable Shares of the Registrable Securities designated by Registering Holders included in such Holder(sregistration have actually been sold thereunder); provided, howeverthat, that the estimated fair market value such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court (v) If a Demand Registration involves an Underwritten Offering and the managing underwriter advises the Company and the Requesting Holder that, in its view, the number of Registrable Securities Shares requested to be registered is included in such registration (including any securities that the Company proposes to be included that are not Registrable Shares) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at least $10 million which such shares can be sold (or the entire amount “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (a) first, all Registrable Shares requested to be included in such registration by all Registering Holders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Registering Holders on the basis of the relative number of Registrable Securities then owned Shares held by each such Holder); and (b) second, any securities proposed to be registered by the Holders if Company (including for the estimated fair market value benefit of any other Persons not party to this Agreement). (vi) The Company shall only be obligated to include the applicable Registrable Shares of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations Holder in a registration statement pursuant to this AgreementSection 2.01 to the extent the Holder has duly completed and delivered to the Company a selling shareholder questionnaire in the form reasonably satisfactory to the Company for such Registration Statement and delivered by the Company to the Holder reasonably in advance (the “Selling Holder Questionnaire”) as the date that is two (2) Business Days before the proposed filing date for such registration statement. * Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [**]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

Demand Registration. (a1) (i) Provided that If, on the Company does six month anniversary of the date of this Agreement, Uniview has not have the Registration Statement filed effected a registration of Registrable Securities pursuant to Section 2 effective and usable hereof pursuant to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more which all of the Registrable Securities issued and outstanding immediately following were sold, then (i) at any time from the effective six month anniversary of the date of this Agreement until all of the Plan Registrable Securities have been sold pursuant to a registration effected under the terms of this Agreement or have become Rule 144 Resale Eligible (and if such Registrable Securities ever cease to be Rule 144 Resale Eligible, then until such time as they again become Rule 144 Resale Eligible), and (ii) upon written notice from a Holder or Holders of more than 50% of the Registrable Securities (the “Initial Outstanding Amount”"Initiating Holders") in the manner set forth in Section 11(h) hereof requesting that Uniview effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holders (which notice shall specify the intended method or methods of disposition of such Registrable Securities), Uniview shall have use its best efforts to effect, in the rightmanner set forth in Section 5, by written notice given to the Company (a “Demand Notice”), to request registration under the Company to register under and Securities Act of such Registrable Securities for disposition in accordance with the provisions intended method or methods of disposition stated in such request; provided that Uniview shall not be obligated to file more than one (1) registration statement under the Securities Act all or relating to a registration request pursuant to this Section 3(a). (2) Notwithstanding any portion other provision of this Agreement to the Registrable Securities designated contrary, a registration requested by such Holder(s); provideda Holder pursuant to this Section 3 shall not be deemed to have been effected (and, howevertherefore, not requested for purposes of Section 3(a)):(A) if it is withdrawn based upon material adverse information relating to Uniview that is different from the information (x) known to the estimated fair market value Holders requesting registration at the time of their request for registration, or (y) promptly disclosed by Uniview to the Holder at the time of their request for registration; (B) if, when effective, it includes fewer than ninety (90%) percent of the number of shares of Registrable Securities which were the subject matter of the request; (C) if after it has become effective such registration is interfered with by Uniview invoking its rights under subsection 6(e) or 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, less than ninety (90%) percent of the Registrable Securities requested to be registered is equal can be completely distributed in accordance with the plan of distribution set forth in the related registration statement. (3) In the event that any registration pursuant to at least $10 million this Section 3 shall involve, in whole or in part, an underwritten offering, Uniview shall have the right to designate the underwriter or underwriters, including the lead managing underwriter of such underwritten offering. (or 4) Upon receipt of written notice from the entire amount Initiating Holders under Section 3(a) hereto, Uniview shall, within five (5) days, give prompt written notice to all other Holders of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), such notice and (y) prior of its intent to the time the Company is eligible to use Form S-3 for effect the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to this Agreement. Such notice shall offer each such Holder the provisions opportunity to include in such registration statement such number of this Section 3(a)(iRegistrable Securities as each such Holder may request. (5) unless any Demand Registration does not become effective or is not maintained Holders other than the Initiating Holders and holders of other registrable securities with the right to participate in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, a Uniview registration statement shall have the right to request include their shares of Registrable Securities or other registrable securities, as the Company case may be, in any registration pursuant to register under and Section 3(a). In connection with those registrations in accordance which multiple Holders or holders of other registrable securities with the provisions right to participate in such registration ("piggy-back rights holders") participate, in the event the facilitating broker/dealer or, in an underwritten offering, the lead managing underwriter advises that marketing factors require a limitation on the number of shares to be sold, the number of shares to be included in the sale or underwriting and registration shall be allocated (i) first, to the Holders, and, if less than the full number of Registrable Securities of such Holders, then pro rata on the basis of the Securities Act all or any portion number of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million by each Holder, and (or ii) second, to the entire amount of Registrable Securities then owned holders seeking registration pursuant to piggy-back registration rights otherwise granted by Uniview pro rata on the Holders if the estimated fair market value basis of the remaining Registrable Securities is less than $10 million), provided, however, that there shall number of securities requested to be no more than five (5) Demand Registrations pursuant to this Agreementregistered by each such holder in such registration.

Demand Registration. (a) At any time commencing one (i1) Provided year after the Effective Date of the Public Offering, and expiring four (4) years thereafter, the Holders of Registrable Securities representing more than 50% of such securities at that time outstanding shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company does prepare and file with the Commission, on one occasion, a registration statement and/or such other documents, including a prospectus, and/or any other appropriate disclosure document as may be reasonably necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respec(or such longer period of time as permitted by the Act) by such Holders and any other Holders of any of the Registrable Securities who notify the Company within twenty (20) days after being given notice from the Company of such request. A Demand Registration shall not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting be counted as a Demand Registration hereunder until such Demand Registration has been declared effective by the SEC and maintained continuously effective for a period of at least nine months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration, provided that a Demand Registration shall be counted as a Demand Registration hereunder if the Company ceases its efforts in respect of such Demand Registration at the request of the majority Holders making the demand for a reason other than a material and adverse change in the business, assets, prospects or condition (financial or otherwise) of the Company and its subsidiaries taken as a whole. (b) The Company covenants and agrees to give written notice of any registration request under this SectionSection 7.3 by the majority of the Holders to all other registered Holders of any of the Registrable Securities within twenty (20) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing one (1) year after the date that Effective Date of the Company becomes offering, and expiring four (4) years thereafter, the Holders of a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more majority of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, exercisable by written notice given request to the Company (a “Demand Notice”)Company, to request have the Company to register under prepare and in accordance file, on one occasion, with the provisions of the Securities Act all Commission a registration statement or any portion of the Registrable Securities designated by such Holder(s); provided, however, that other appropriate disclosure document so as to permit a public offering and sale for nine (x9) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million consecutive months (or such longer period of time as permitted by the entire amount Act) by any such Holder of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Securities; provided, however, that the estimated fair market value provisions such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders participating in the offering pro-rata. (d) Any written request by the Holders made pursuant to this Section 7.3 shall: (i) specify the number of Registrable Securities which the Holders intend to offer and sell and the minimum price at which the Holders intend to offer and sell such securities; (ii) state the intention of the Holders to offer such securities for sale; (iii) describe the intended method of distribution of such securities; and (iv) contain an undertaking on the part of the Holders to provide all such information and materials concerning the Holders and take all such action as may be reasonably required to permit the Company to comply with all applicable requirements of the Commission and to obtain acceleration of the effective date of the registration statement. (e) In the event the Company receives from the Holders of any Registrable Securities representing more than 50% of such securities at that time outstanding, a request that the Company effect a registration on Form S-3 with respect to the Registrable Securities and if Form S-3 is available for such offering, the Company shall, as soon as practicable, effect such registration as would permit or facilitate the sale and distribution of the Registrable Securities as are specified in the request. All expenses incurred in connection with a registration requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementSection shall be borne by the Company (except transfer taxes, if any, fees and expenses of Holder(s) counsel, and the Holder's pro-rata portion of any selling discounts or commissions). Registrations effected pursuant to this Section 7.3(e) shall not be counted as registrations pursuant to Section 7.3(a) and 7.3(c) hereof.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after and from time to time on or following the date that is 180 days after the Company becomes a registrant under the Exchange ActClosing Date, any Holder or group of Holders holding, in the aggregate, ten percent that beneficially owns at least 51% (10%calculated on an as converted basis) or more of the all such Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to may request in writing that the Company (a “Demand Notice”), to request effect the Company to register 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 all (which written request will specify (i) the then-current name and address of such Holder or any portion Holders, (ii) the aggregate number of the shares of Registrable Securities designated requested to be registered, (iii) the total number of Registrable Securities then beneficially owned by such Holder(sHolder or Holders and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, within 90 days) after receipt of such request; provided, however, that the Company will not be required to take any action pursuant to this Section 3: (xA) if prior to the estimated fair market value date of such request, the Company has effected one registration pursuant to this Section 3; (B) if the Registrable Securities are not already covered by an existing and effective Registration Statement or if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered is equal to at least $10 million registered; (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (yC) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregatecase of an Underwritten Offering, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair 1) have an aggregate then-current market value of $50 million or more or aggregate liquidation preference of $50 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the remaining then-outstanding Registrable Securities held by the Holders; or (D) during the pendency of any Grace Period. If a Holder or Holders request that the Company effect a registration pursuant to this Section 3(a) and the Company is less than $10 million)at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. (b) 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(a) 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(b) shall be the “the first day of effectiveness” of such registration statement for purposes of determining the Required Period with respect to such registration statement. A registration requested pursuant to Section 3(a) hereof will not be deemed to be effected by the Company for purposes of Section 3(a) hereof if it has not been declared effective by the Commission or become effective in accordance with the Securities Act and kept effective as contemplated by Section 3(c) hereof. (c) The Company will use its reasonable efforts to 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 similar order or requirement of the SEC, until the earlier of (i) the expiration of the Required Period and (ii) the date on which all Registrable Securities covered by such Registration Statement (x) have been disposed of pursuant to such Registration Statement or (y) cease to be Registrable Securities; provided, however, that there in no event will such period expire prior to the expiration of the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 promulgated thereunder. For purposes of this Section 3, “Required Period” shall mean, with respect to a “shelf registration,” two years following the first day of effectiveness, and with respect to any other Registration Statement, 90 days following the first day of effectiveness of such Registration Statement. In the event of any stop order, injunction or other similar order or requirement of the Commission relating to any Registration Statement, the Required Period for such Registration Statement will be no more than five (5) Demand Registrations pursuant to this Agreementextended by the number of days during which such stop order, injunction or similar order or requirement is in effect.

Demand Registration. (a) (i) Provided that If the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, Corporation receives at any time after six (6) months after the closing of the Corporation's first underwritten public offering of shares pursuant to a registration statement, a written request from (A) the Holders of at least fifty percent (50%) of shares of the Investor Registrable Securities then outstanding excluding Holders described in clause (B) or (C) hereof, (B) any Holder who purchased more than 650,000 shares of Series D Preferred Stock (a "Series D Holder") or (C) any Holder who purchased more than 260,000 shares of Series E Preferred Stock issued pursuant to the Purchase Agreement (a "Series E Holder"), that the Corporation file a registration statement on Form S-1 (or similar successor forms) under the Securities Act covering the registration of the Investor Registrable Securities having an aggregate offering price, before deduction of underwriter discounts and commissions, of at least $5,000,000, then the Corporation shall, within ten (10) business days after the receipt thereof, give written notice of such request to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Investor Registrable Securities which the Holders request to be registered and included in such registration, subject only to the limitations of this Section 6(d). (ii) If the Holders initiating the registration request under this Section 6(d) ("Initiating Holders") intend to distribute the Investor Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation as a part of their request made pursuant to this Section 6(d) and the Corporation shall include such information in the written notice referred to in Section 6(d)(i) hereof. In such event, the right of any Holder to include such Holder's Investor Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Investor Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Investor Stockholders and reasonably acceptable to the Corporation. (iii) The Corporation shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 6(d): (A) In any particular jurisdiction in which the Corporation would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance except as may be required by the Securities Act; (B) After the Corporation has initiated five (5) such registrations pursuant to this Section 6(d), two of which may only be initiated by a Series D Holder, one of which may only be initiated by a Series E Holder and two of which may only be initiated by Holders of Registrable Securities who are not Series D Holders or Series E Holders; (C) During the period starting with the date that sixty (60) days prior to the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more Corporation's good faith estimate of the Registrable Securities issued date of filing of, and outstanding immediately following ending on a date one hundred eighty (180) days after the effective date of, a Corporation-initiated registration; provided that the Corporation is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (D) If the Initiating Holders propose to dispose of shares of Investor Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 6(f) hereof; (E) If, (1) in the good faith judgement of the Plan (Board of Directors of the “Initial Outstanding Amount”), shall have the right, by written notice given Corporation such registration would be seriously detrimental to the Company (a “Demand Notice”), to request Corporation and the Company to register under and in accordance with the provisions Board of Directors of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); providedCorporation concludes, howeveras a result, that (x) it is essential to defer the estimated fair market value filing of the Registrable Securities requested to be registered is equal to such registration statement at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)such time, and (y2) prior the Corporation shall furnish to the time Holders a certificate signed by the Company is eligible to use Form S-3 for President of the registration of Registrable Securities for resale, such Holder(s), Corporation stating that in the aggregategood faith judgement of the Board of Directors of the Corporation, shall only it would be entitled to one Demand Registration per calendar year pursuant seriously detrimental to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect Corporation for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will such registration statement to be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, filed in the aggregatenear future and that it is, ten percent (10%) or more therefore, essential to defer the filing of such registration statement, then the Initial Outstanding Amount, Corporation shall have the right to request the Company to register under and defer such filing (except as provided in accordance with the provisions clause (C) above) for a period of not more than one hundred twenty (120) days after receipt of the Securities Act all or any portion request of the Registrable Securities designated by such Holder(s); providedInitiating Holders, howeverand, provided further, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there Corporation shall be no not defer its obligation in this manner more than five once in any twelve-month period. (5iv) Demand Registrations All expenses incurred in connection with any demand registration effected pursuant to this AgreementSection 6(d), including without limitation all federal and "blue sky" registration and qualification fees, printers' and accounting fees, and fees and disbursements of counsel for the Corporation (but excluding underwriters' discounts and commissions and expenses of special counsel of selling Holders)(the "Registration Expenses") shall be borne by the Corporation. In addition, each Holder participating in a registration pursuant to this Section 6(d) shall bear its proportionate share of all discounts, commissions or other amounts payable to underwriters in connection with such offering.

Demand Registration. (a) IPO and Demand by Holders. (i) Provided TPG, following consultation with LGP, and, until the earlier of (i) MD’s Death or Disability and (ii) such time that the MD Investors have sold more than 50% of the Company does not have Shares held by the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group MD Investors as of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Actof this Agreement, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”)MD, shall have the right, by delivering or causing to be delivered a written notice given to the Company (a “Demand Notice”)Issuer by the Majority TPG Investors, to request require the Company Issuer to register register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act all or any portion Act, the sale of the number of shares of Issuer Shares and Registrable Securities designated (if any) specified by such Holder(s); providedTPG (in consultation with LGP and, however, that until the earlier of (xi) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (MD’s Death or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), Disability and (yii) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the MD Investors have sold more than 50% of the Company becomes eligible for use Shares held by the MD Investors as of Form S-3 the date of this Agreement, MD) to be so issued and sold in an IPO (an “IPO Demand Registration”). In connection with any such IPO in which TPG is selling (or any successor formcausing to be sold) Registrable Securities held by it in such IPO (whether pursuant to an IPO Demand Registration or otherwise), any Holder or group of Holders holding, the Issuer shall promptly (but in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no event more than five (5) Business Days after receipt of any request for an IPO Demand Registrations Registration) deliver a written notice to the other Sponsors, the MD Investors and any Noteholder Investor that holds at least 2% of the outstanding Registrable Securities on an as-converted, fully-diluted basis, and in such event each such Sponsor, MD Investor and any such Noteholder Investor(s) shall have the right to participate in such offering on a pro rata basis with TPG (it being understood that in connection with any IPO in which TPG is not selling (or causing to be sold) Registrable Securities held by it, no such notice need be sent and no Registrable Securities of the other Sponsors, the MD Investors or the Noteholder Investors need be included in the registration for the IPO). (ii) If at any time after the Effectiveness Date, there is no currently effective Shelf Registration Statement on file with the SEC, (i) any of the Majority TPG Investors, (ii) so long as the MD Investors then hold the Demand Threshold Amount, the Majority MD Investors, (iii) so long as LGP then holds the Demand Threshold Amount, any of the Majority LGP Investors or (iv) any Noteholder Investor that holds the Demand Threshold Amount (each of the Majority TPG Investors, the Majority MD Investors, the Majority LGP Investors, or any such Noteholder Investor, a “Demand Holder”) shall have the right to make a written request to the Issuer for Registration of all or part of the Registrable Securities held by it on (x) Form S-1 or any successor form or any similar long-form registration statement (a “Long-Form Registration”), or (y) Form S-3 or any successor form or any similar short-form registration statement (a “Short-Form Registration”) if the Issuer is qualified to use such short form. Any such request pursuant to clauses (i) and (ii) of this AgreementSection 6.1(a) shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration shall specify (x) the kind and aggregate amount of Registrable Securities to be Registered and/or, in the case of an IPO Demand Registration, the number of shares of Issuer Shares to be issued and sold and the number of Registrable Securities (if any) to be sold, and (y) the intended methods of disposition thereof.

Demand Registration. (a) At any time six (i6) Provided that months after the Company does not have the Registration Statement filed Company’s initial public offering pursuant to Section 2 effective a firm commitment underwriting and usable prior to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more fifth anniversary of the Company’s initial public offering, each of the Securityholders holding Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding AmountDemanding Holders”), ) shall have the rightright (which right is in addition to the piggyback registration rights provided for under Section 2.2 hereof), exercisable by written notice given to the Company (a the “Demand NoticeRegistration Request”), to request have the Company prepare and file with the SEC, a registration statement and such other documents, including a prospectus, as may be necessary (in the opinion of both counsel for the Company and counsel for such holder) in order to register under and in accordance comply with the provisions of the Securities Act all or any portion (collectively, the “Registration Statement”), so as to permit a public offering and sale of the Registrable Securities designated by such Holder(s)the holder thereof; provided, however, provided that (xi) the estimated fair market value aggregate proceeds of such public offering are reasonably expected to exceed $10,000,000, (ii) the Company shall not be obligated to effect more than two (2) Demand Registration Requests in any calendar year, (iii) none of the Registrable Securities requested to be registered is equal to at least $10 million Securityholders (or the entire amount including any permitted transferee of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less a Securityholder) may exercise more than $10 million)one Demand Registration Request in any calendar year, and (yiv) prior to the time the Company is eligible to use Form S-3 for the registration no Securityholder (including any permitted transferee of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one a Securityholder) may exercise more than a total of three Demand Registration per calendar year pursuant to Requests during the provisions term of this Section 3(a)(iAgreement. (b) unless The Company covenants and agrees to give written notice of any Demand Registration does not become effective Request to all holders of Common Stock (including holders of Registrable Securities) and securities convertible into, or is not maintained in effect for exchangeable for, Common Stock, within ten (10) days from the respective periods set forth in Section 3(c), in which case date of the relevant Holder(s) will be entitled to an additional Company’s receipt of any such Demand Registration pursuant heretoRequest. Following the time that After receiving notice from the Company becomes eligible for use of Form S-3 (or any successor form)as provided in this Section 2.1, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to such holders may request the Company to include their shares of Common Stock in the Registration Statement to be filed pursuant to this Section 2.1 by notifying the Company of their decision to have such securities included within ten (10) days of their receipt of the Company’s notice; provided that a holder shall not be entitled to register shares of Common Stock if (y) all of the shares of Common Stock then held by such holder may be freely traded (without limitation or restriction as to quantity or timing and without registration under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); providedor, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value Company’s securities are listed in a foreign jurisdiction, any act similar to the Securities Act) under Rule 144(k) promulgated under the Securities Act or otherwise under any foreign rule or regulation and (z) if such shares of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations Common Sock have been previously sold pursuant to this Agreementa registration statement under the Securities Act or a similar foreign rule or regulation.

Demand Registration. (a) (i) Provided that If the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this SectionCorporation shall, at any time after one year following the date that hereof be requested by the Company becomes holders of at least 50% of the Restricted Shares issued and sold by the Corporation pursuant to the Stock Purchase Agreement and then outstanding (on a registrant Common Stock equivalent basis) to effect a single registration under the Exchange Act, any Holder or group Securities Act of Holders holding, in the aggregate, ten percent (10%) or more Registrable Shares constituting at least 25% of the Registrable Securities, the Corporation shall, within 120 days of such request, effect the registration under the Securities issued and outstanding immediately following the effective date Act of the Plan (Registrable Shares which the “Initial Outstanding Amount”)Corporation has been so requested to register; PROVIDED, HOWEVER, that the Corporation shall have not be obligated to effect any registration under the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and Securities Act except in accordance with the provisions following provisions: (a) The Corporation may delay the filing or effectiveness of any registration statement for a period of up to 120 days after the Securities Act date of a request for registration pursuant to this SECTION 2 if at the time of such request (i) the Corporation is engaged, or has fixed plans to engage within 120 days after the date of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to SECTION 3 or (ii) a Material Transaction exists, PROVIDED that the Corporation may only so delay the filing or effectiveness of its registration statements (if any) once in any 12-month period pursuant to this SECTION 2(a). (b) With respect to any registration pursuant to this SECTION 2, the Corporation may include in such registration any Primary Shares or Other Shares; PROVIDED, HOWEVER, that, if the managing underwriter advises the Corporation that the inclusion of all or any portion Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Securities designated by Shares proposed to be included in such Holder(s); providedregistration, howeverthen the number of Registrable Shares, that Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order: (xi) the estimated fair market value of FIRST, the Registrable Securities Shares requested to be included in such registration (or, if necessary, such Registrable Shares PRO RATA among the holders thereof based upon the number of Registrable Shares requested to be registered is equal to at least $10 million by each such holder); (or ii) SECOND, the entire amount of Registrable Securities then owned by Primary Shares; and (iii) THIRD, the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and Other Shares. (yc) prior to the At any time the Company is eligible to use Form S-3 for before the registration of statement covering Registrable Securities for resaleShares becomes effective, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion either Investors holding a majority of the Registrable Securities designated by Shares requested to be registered (the "MAJORITY INVESTORS") may request the Corporation to withdraw or not to file the registration statement or the Corporation may withdraw or not file the registration if in the reasonable judgement of the Corporation's Board of Directors such Holder(s)withdraw or failure to file is reasonably required to comply with applicable laws or the interpretation of the Staff of the Commission or to avoid a substantial liability (other than expenses of such registration) which would have a material adverse effect on the Corporation's financial condition; provided, however, that the estimated fair market value Corporation shall refile such registration statement within 180 days of the Corporation's withdraw or determination not to file. In that event, if such request of withdrawal by the Majority Investors shall not have been caused by the Corporation or its financial condition, the holders shall have used their demand registration rights under this SECTION 2 and the Corporation shall no longer be obligated to register Registrable Shares pursuant to the exercise of such registration right pursuant to this SECTION 2 and the expenses incurred by the Corporation through the date of such request shall be reimbursed. In the event the Corporation shall withdraw or fail to file the registration statement, the holders shall not have used their demand registration rights under this SECTION 2 and shall be entitled to reimbursement of their expenses through the date of such withdrawal or failure to file. A registration shall not count as (d) Notwithstanding anything in Section 2, 3 or 4 provided to the contrary, the Corporation's obligation to register shares of Common Stock under the Securities Act hereunder shall be suspended during any time (i) such shares of Common Stock are registered pursuant to a then effective registration statement under the Act or (ii) the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations become eligible for sale pursuant to this AgreementRule 144(k).

Demand Registration. (a) At the request of Sponsors, ------------------- the Company shall use reasonable efforts to effect the registration under the Securities Act pursuant to the terms of this Section 4.1(a) of the shares of Common Stock held by Sponsors; provided that upon the Public Sale of all of -------- Sponsors' Common Stock, Sponsors will no longer be entitled to any registration rights pursuant to this Section 4. 1. At the request of Cendant, the Company shall use reasonable efforts to effect a registration under the Securities Act pursuant to this Section 4.1(a) of the shares of Common Stock or Convertible Preferred Stock held by Cendant. Sponsors jointly and Cendant shall each be entitled to four underwritten registrations pursuant to this Section 4.1 and Sponsors jointly and Cendant shall each be entitled to one "shelf" registration pursuant to this Section 4. 1. Until the earlier of (i) Provided that the third anniversary of the date hereof or (ii) the date on which Sponsors own less than 5% of the Common Stock, in any such registration requested by Sponsors or Cendant, and in any additional underwritten registrations of Common Stock held by Sponsors or Cendant which the Company does not elects to effect (other than as required pursuant to this Section 4.1(a)), Sponsors shall be entitled to register up to the greater of (i) 80% of the total number of shares to be registered in the secondary offering by Sponsors and Cendant (including any shares to be sold by Sponsors and Cendant pursuant to the underwriters' over-allotment option, if exercised) or (ii) such percentage of the total number of shares to be registered in the secondary offering by Sponsors and Cendant such that Sponsors will have sold at least 70% of all shares sold by Sponsors and Cendant following the Registration Statement filed Company's initial public offering. After the third anniversary of the date hereof, in any registration requested by Sponsors or Cendant, and in any additional underwritten registrations of Common Stock held by Sponsors or Cendant which the Company elects to effect (other than as required pursuant to this Section 4.1(a)), each of Sponsors and Cendant shall be entitled to register a number of shares equal to 50% of the total number of shares to be registered in the secondary offering by Sponsors and Cendant (including any shares to be sold by Sponsors and Cendant pursuant to the underwriters' over-allotment option, if exercised). Notwithstanding the foregoing, once Sponsors own less than 5% of the Common Stock, in any registration requested by Cendant or Sponsors, Cendant shall be entitled to register 100% of the total number of shares to be registered in a secondary offering (including any shares to be sold pursuant to the underwriters' overallotment option, if exercised), subject to Sponsors' right to include shares in such registration pursuant to Section 2 effective and usable 4.2 (subject to such Holder or group of Holders requesting a Demand Registration under this Sectionthe limitations set forth in Section 4.2(b)). In any registration hereunder, Cendant shall be entitled, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”)its election, to request (i) register the number of shares permitted to be registered by Cendant hereunder or (ii) cause the Company to register on its own behalf the number of shares set forth in clause (i) and use the proceeds from the sale of such shares to redeem, at Cendant's election, the Convertible Preferred Stock or Senior Preferred Stock, if permitted by applicable law. If the proceeds of any sale under this Section 4.1 are not permitted under applicable law to be used to redeem the Convertible Preferred Stock or Senior Preferred Stock, then such proceeds shall be held by the Company to be paid in respect of such shares when and to the extent permitted by law. (b) Registrations under this Section 4.1 shall be on such appropriate registration form of the Commission (i) as shall be selected by the Company and (ii) as shall permit the disposition of the Common Stock in accordance with the provisions intended method or methods of disposition. (c) The Company will pay all Registration Expenses in connection with any registration pursuant to this Section 4.1. (d) If a registration pursuant to this Section 4.1 involves an underwritten offering, the Securities Act all underwriter or any portion of underwriters thereof shall be selected, after consultation with the Registrable Securities designated Company, jointly by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)Sponsors and Cendant, and (y) prior shall be reasonably acceptable to the time the Company is eligible to use Form S-3 for the Company. (e) A registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year requested pursuant to the provisions of this Section 3(a)(i4.1 shall not be deemed to have been effected (i) unless any Demand Registration if a registration statement with respect thereto has not become effective, provided that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal of Sponsors or Cendant to proceed shall be deemed to have been effected by the Company at the request of Sponsors or Cendant, as the case may be, (ii) if, after it has become effective, such registration becomes subject to, for longer than 90 days, any stop order, injunction or other order of the Commission or other governmental agency or court for any reason or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than by reason of some act or omission by Sponsors. If a registration requested pursuant to this Section 4.1 is not maintained in effect to be a "shelf" registration, the Company shall use reasonable efforts to keep such registration statement effective for one year after the respective periods set forth in Section 3(c)effective date thereof, in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time provided that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in shall not be required to keep the aggregate, ten percent (10%) or more registration statement effective if the continued effectiveness of the Initial Outstanding Amount, shall have the right to request registration statement would require the Company to register under disclose a material financing, acquisition or other corporate development and the Company shall have determined that such disclosure is not in accordance with the provisions best interests of the Securities Act all or any portion Company for such period not to exceed 180 days; and provided further that the requirement to use reasonable efforts to keep the registration statement effective shall be extended one day for each day that the Company allows the effectiveness of the Registrable Securities designated by such Holder(s); providedregistration statement to lapse in reliance on the preceding proviso. (f) If a registration pursuant to this Section 4.1 involves an underwritten offering, howeverand the managing underwriter shall advise the Company in writing (with a copy to each holder of Common Stock being registered) that, that in its opinion, the estimated fair market value number of the Registrable Securities shares of Common Stock requested to be registered is at least $10 million (or included in such registration exceeds the entire amount of Registrable Securities then owned by number which can be sold in such offering within a price range acceptable to the Holders if Stockholders requesting such registration, the estimated fair market value Company will include in such registration, to the extent of the remaining Registrable Securities number which the Company is less than $10 millionso advised can be sold in such offering, Common Stock to be included in such registration by Sponsors and Cendant (or, if Cendant makes the election described in Section 4.1(a), provided, however, that there shall the Company) pro rata --- ---- among such holders on the basis of the number of shares of Common Stock requested to be no more than five (5) Demand Registrations pursuant to this Agreementincluded by such holders.

Demand Registration. (a) (i) Provided The Holders of a majority in interest of the Series A Exchange Shares that are Registrable Securities, collectively, may make up to two written requests for registration under the Company does not have Securities Act of all or any part of the Registration Statement filed pursuant Series A Exchange Shares held by such Holders (the "Series A Demand Registrations") and (ii) the Holders of a majority in interest of the Series B Exchange Shares that are Registrable Securities, collectively, may make up to Section 2 effective two written requests for registration under the Securities Act of all or any part of the Series B Exchange Shares held by such Holders (the "Series B Demand Registrations" and, together with the Series A Demand Registrations, the "Demand Registrations"); provided that (A) if, in accordance with the terms of the Series B Certificate of Designations, all outstanding shares of Series B Preferred are converted into shares of Series A Preferred, then the number of Series B Demand Registrations shall be reduced by one and usable to such the remaining Series B Demand Registration, if any, shall thereupon be converted into a Series A Demand Registration, (B) no Holder or group of Holders requesting may request a Demand Registration under this Sectionprior to the nine-month anniversary of the Closing Date, (C) no Demand Registration may be requested within 180 days after the preceding request for a Demand Registration, and (D) each Demand Registration must be (1) in respect of Registrable Securities with a fair market value of at least $25,000,000 or (2) in respect of all remaining Series A Exchange Shares or Series B Exchange Shares, as applicable, that are Registrable Securities and have a fair market value of at least $500,000. Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Upon any such request, the Issuer shall promptly give written notice of the requested registration at least 15 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to each non-requesting Holder. Promptly after the expiration of such 15-day period, the Issuer will notify all requesting Holders of the identities of the other requesting Holders and the number of shares of Registrable Securities requested to be included therein. At any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following prior to the effective date of the Plan (registration statement relating to such registration, the “Initial Outstanding Amount”)requesting Holders may revoke such request, shall have without liability to any of the rightother requesting Holders, by written providing a notice given to the Company Issuer revoking such request. (a “b) A Demand Notice”), Registration shall not be deemed to request have occurred unless the Company to register registration statement relating thereto (i) has become effective under and in accordance with the provisions of the Securities Act and (ii) has remained effective for a period of at least 60 days, exclusive of any period referred to in (A) below (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder). In addition, a Demand Registration shall not be deemed to have occurred if, after any registration statement requested pursuant to this Section 2.01 becomes effective, (A) such registration statement is interfered with by any stop order, injunction or any portion other order or requirement of the Commission or other governmental agency or court (other than such an event which occurs on no more than one occasion with respect to such registration statement and does not exceed a period of five business days) and (B) less than 75% of the Registrable Securities designated by included in such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one statement has been sold thereunder. Should a Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for due to the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled failure of a Holder to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register perform its obligations under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)this Agreement, provided, however, that at such time the Issuer is in compliance in all material respects with its obligations under this Agreement, then such Demand Registration shall be deemed to have been effected; provided that if such failure to perform is due to a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Issuer and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected. (c) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(b) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Issuer for any and all Registration Expenses (as defined in Section 3.03) incurred by the Issuer in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (d) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, but prior to making such selection shall consult with the Issuer with respect thereto. In such event, the Issuer will reasonably assist with such offering and will make members of senior management reasonably available to participate (but only at such times and to such extent as will not interfere with the performance of their duties to the Issuer) in a customary "roadshow" at the Selling Holders' expense if the Underwriters believe that such a roadshow would assist in an orderly distribution of the Registrable Securities. (e) The Issuer will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Issuer has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Issuer has identified a specific business need and use for the proceeds of the sale of such securities and the Issuer shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such Piggyback Registration rights as are set forth in Section 2.02 hereof. Upon the Issuer's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their Piggyback Registration rights. The Issuer may exercise the right to preempt only twice in any 360-day period; provided, that during any 360 day period there shall be no more than five two periods of at least 90 consecutive days each during which the Selling Holders may effect a Demand Registration. (5f) Subject to Section 2.03, the Issuer will be entitled to include in a Demand Registrations pursuant to this AgreementRegistration shares of Common Stock for its own account or for the account of other Persons.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), HEI shall have the right, on not more than four occasions in the aggregate, and no more frequently than once during any six-month period, and (ii) the Minority Stockholders as a group shall have the right (though such right need not be jointly exercised by written notice given to the Company (a “Demand Notice”Minority Stockholders), on not more than two occasions in the aggregate (it being understood and agreed that two or more Minority Stockholders may make joint Demands hereunder or any Minority Stockholder may join in a Demand made by any other Minority Stockholder, and any such joint Demand or joining in of a Demand shall be deemed to request be a single Demand for all purposes hereof), and no more frequently than once during any six-month period, to require the Company to register for offer and sale under and in accordance with the provisions of the Securities Act (a "Demand") all or any a portion of the Registrable Securities designated held by such Holder(sStockholder, subject to the restrictions set forth herein; provided that no Stockholder shall be entitled to make a Demand hereunder unless the Registrable Securities subject to such Demand represent at least 7% of the aggregate shares of Company Common Stock then issued and outstanding. As promptly as practicable after the Company receives from a Stockholder (the "Demanding Stockholder") a notice pursuant to this Section 4.1(a) (a "Demand Notice"), a copy of which shall have also been delivered to each other Minority Stockholder at the same time as to the Company, demanding that the Company register for offer and sale under the Securities Act Registrable Securities, subject to Section 4.1(b), the Company shall (i) use all reasonable efforts to file as promptly as reasonably practicable with the Commission a Registration Statement relating to the offer and sale of the Applicable Securities on such form as the Company may reasonably deem appropriate (provided that the Company shall not, unless the Company otherwise determines, be obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) and, thereafter, (ii) after the filing of an initial version of the Registration Statement, use 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 no Demanding Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Demanding Stockholder has made an Election. Subject to Section 4.1(b), the Company shall use reasonable efforts to keep each Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by such Demanding Stockholder for resales of Registrable Securities for an Effectiveness Period ending on the earlier of (xi) 30 days from the Effective Time of such Registration Statement and (ii) such time as all of such securities have been disposed of by the selling securityholders. (b) The Company shall have the right to postpone (or, if necessary or advisable, withdraw) the estimated fair market value filing, or delay the effectiveness, of a Registration Statement, or fail to keep such Registration Statement continuously effective or not amend or supplement the Registration Statement or included Prospectus, if the Company determines based upon the advice of counsel that it would be advisable to disclose in the Registration Statement a planned or proposed financing, acquisition or other corporate transaction or other material information, and the Company shall have determined in good faith that such disclosure is not in the best interests of the Registrable Company and its stockholders; provided that no one such postponement shall exceed 90 days in any six-month period and all such postponements shall not exceed 180 days in the aggregate. The Company shall advise the Demanding Stockholder of any such determination as promptly as practicable after such determination. (c) In connection with an underwritten offering, if the managing underwriter or underwriters advise the Company that in its or their opinion the number of Applicable Securities subject to a Demand 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 opinion of such managing underwriter or underwriters, can be sold in such offering (provided that, in the event of a joint Demand, the Applicable Securities included shall be allocated pro rata among the Demanding Stockholders on the basis of the relative number of Applicable Securities each such Demanding Stockholder has requested to be included in such Registration). (d) The Company may include in any registration requested pursuant to Section 4.1(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 or underwriters advise the Company that in its or their opinion the number of Applicable Securities requested by the Demanding Stockholder, together with other securities for sale for the account of the Company or any other Person, 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 and other securities that, in the opinion of such managing underwriter or underwriters, can be sold in such offering as follows: (i) first, the Applicable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), Demanding Stockholder and (yii) second, any other securities requested to be included in such Registration. (e) A Demanding Stockholder shall have the right to withdraw any Demand (i) prior to the time the Company is eligible to use Form S-3 for Registration Statement in respect of such Demand has been declared effective, (ii) upon the registration issuance by the Commission or any other governmental agency of Registrable Securities for resalea stop order, injunction or other order which interferes with such Holder(sRegistration, (iii) upon the Company's availing itself of Section 4.1(b), in the aggregate, shall only be entitled to one Demand Registration per calendar year or (iv) if such Demanding Stockholder is prevented pursuant to Section 4.1(c) or (d) from selling all of the provisions Applicable Securities it requested to be registered. Notwithstanding such request to withdraw the Demand, the Registration requested by such Demanding Stockholder shall nonetheless be deemed to have been effected (and, therefore, requested) for purposes of this Section 3(a)(i4.1(a) unless hereof if such Demanding Stockholder withdraws any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s(A) will be entitled pursuant to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 clause (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%i) or more of the Initial Outstanding Amount, shall have preceding sentence after the right Commission filing fee is paid with respect thereto or (B) pursuant to request the Company to register under and in accordance with the provisions clause (iv) of the Securities Act all or any portion preceding sentence in circumstances where at least 50% of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Applicable Securities requested to be registered included in such Registration by such Demanding Stockholder could have been included, and in each case, (x) the Company has not availed itself of Section 4.1(b) with respect to such Registration request or (y) the Company has availed itself of Section 4.1(b) 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 4.1(b). If a Demanding Stockholder withdraws a Demand but the Company nevertheless determines to complete, within 30 days after such withdrawal, the Registration so requested as to securities other than the Applicable Securities, such Demanding Stockholder shall be entitled to participate in such Registration pursuant to Section 4.2, but in such case the Intended Offering Notice shall be required to be given to such Demanding Stockholder at least $10 million (or five business days prior to the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value anticipated filing date of the remaining Registrable Securities is less than $Registration Statement, or if such Registration Statement has already been filed, within 10 million), provided, however, that there business days after receipt of the request to withdraw Demand from such Demanding Stockholder and such Demanding Stockholder shall be required to give the Piggy-back Notice no more later than five 3 business days after the Company's delivery of such Intended Offering Notice. (5f) Demand Registrations In the event that any Registration pursuant to this AgreementSection 4.1 shall involve, in whole or in part, an underwritten offering, one co-lead managing underwriter shall be selected by the Company and shall be reasonably acceptable to the Demanding Stockholder, and the other co-lead underwriter shall be selected by the Demanding Stockholder, provided that, in the event of a joint Demand, the other co-lead underwriter shall be selected by a majority in interest (by reference to the number of Applicable Securities requested to be included in the Registration) of the Demanding Stockholders, and shall be reasonably acceptable to the Company. Any additional co-managing underwriters shall be selected by the Company.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) One or more of the Registrable Gabelli Affiliates may request in writing that the Company file a registration statement on an appropriate form for the general registration of securities under the Securities issued Act, and outstanding immediately following the effective date include therein such number of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated Shares owned by such Holder(s)Gabelli Affiliate as such person may specify in its written request; provided, however, that (i) the Company shall not be required to file a registration statement pursuant to this Section 1 if (x) the estimated fair market value of the Registrable Securities Shares requested to be so registered do not, together with any Shares timely requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if other Gabelli Affiliate pursuant to the estimated fair market value third-to-last sentence of this Section 1(a), have an aggregate Market Price exceeding the Rule 144 Threshold as of the remaining Registrable Securities is less than $10 million), and Trading Day immediately preceding the expiration of the applicable Notice Period under such sentence or (y) prior the Company delivers to each Gabelli Affiliate requesting registration under this Section 1 an opinion of counsel to the time Company (such opinion and such counsel to be reasonably acceptable to each such Gabelli Affiliate, it being agreed that the Company is eligible Company’s regular outside securities counsel shall be deemed to use Form S-3 be reasonably acceptable counsel for this purpose) to the registration of Registrable Securities for resale, effect that the Shares proposed to be registered by such Holder(s), person may be offered and sold by such person to the public in the aggregateUnited States together with the Shares, shall only if any, requested to be entitled to one Demand Registration per calendar year registered by all other Gabelli Affiliates (I) without registration pursuant to an effective registration statement under the provisions of this Section 3(a)(iSecurities Act and (II) unless any Demand Registration does not become effective or is not maintained in effect for within the respective periods set forth in Section 3(c), in which case volume limitations under Rule 144(e) promulgated under the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 Securities Act (or any successor form), any Holder rule or group of Holders holding, regulation) whether or not such volume limitations are then applicable and (ii) the Gabelli Affiliates shall in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall aggregate have the right on only ten (10) occasions to request require the Company to register under file a registration statement pursuant to this Section 1. All requests made pursuant to this paragraph shall specify the aggregate number of Shares to be registered and in accordance the intended methods of disposition thereof, which methods may include an underwritten public offering. Upon receipt of a written request for registration from a Gabelli Affiliate pursuant to this Section 1(a), the Company shall promptly give written notice of the proposed registration to each such other Gabelli Affiliate and provide each such other holder with the provisions opportunity to join in such request by written notice to the Company specifying the aggregate number of Shares to be registered by such holder within 20 days from the date of the Company’s written notice (such period is referred to as the “Notice Period”). Subject to Section 1(c) of this Agreement, the Company will use its reasonable best efforts to ensure that each registration statement required to be filed pursuant to this Section 1 shall be filed with the Securities Act all or any portion and Exchange Commission (the “Commission”) as promptly as reasonably practicable, but no later than 30 days after receipt of such request by the Registrable Securities designated Company, and the Company shall use its reasonable best efforts to cause such registration statement to be declared effective by such Holder(s)the Commission as promptly thereafter as practicable; provided, however, that the estimated fair market value Company shall not be required to maintain such effectiveness for more than 90 days. Notwithstanding the Company’s rights to effect a Suspension of Filing or Suspension of Effectiveness in Section 1(c), the Registrable Securities requested Gabelli Affiliates that made the registration request under this Section 1(a) shall have the right to withdraw any such request, and such withdrawn request shall not count as a demand registration under clause (ii) of this Section 1(a), if (1) the registration statement required to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations filed pursuant to this AgreementSection 1 is not filed with the Commission by the date that is 45 days after such request is received by the Company and has not at the time of such withdrawal been filed with the Commission, or is not declared effective by the date that is 90 days after the date such registration statement is filed with the Commission and has not at the time of such withdrawal been declared effective, and (2) in either case, such Gabelli Affiliates notify the Company of the withdrawal of such request no later than 10 days after such 45th or 90th day, as the case may be.

Demand Registration. (a) (i) Provided that In case the Company does not have shall receive from the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group Holders of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten least twenty-five percent (1025%) or more of the Registrable Securities issued (for purposes of this Section 3.3, the “Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and outstanding immediately following the effective date any related qualification or compliance with respect to all or a part of the Plan Registrable Securities owned by such Holder, the Company shall: (a) promptly give written notice of the “Initial Outstanding Amount”proposed registration, and any related qualification or compliance, to all Holders; and (b) prepare and file with the SEC a registration statement with respect to such Registrable Securities and any other securities for which registration has been requested by Other Holders within ninety (90) days after any written request for registration, and use its best efforts to cause such registration statement to become effective (provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to a single counsel selected by the Holders and Other Holders copies of all such documents proposed to be filed, which documents will be subject to review and approval of such counsel), shall have use its best efforts to file all such qualifications as may be so requested and as would permit or facilitate the rightsale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request (and to avoid the issuance of (or if issued, by written notice given to obtain the Company withdrawal of) any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification (a “Demand Notice”or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction as soon as possible), to request the Company to register under and in accordance and, together with the provisions of the Securities Act all or any such portion of the Registrable Securities designated by of any Holders or Other Holders joining in such Holder(s); provided, however, that request as are specified in a written request given within fifteen (x15) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time days after such notice from the Company is eligible delivered to use Form S-3 for the registration of Registrable Securities for resalesuch Holder, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 3.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000; (iii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.3 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12)-month period; (iv) if the Company has, within the six (6) month period preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 3.3; (v) if the Company has already effected four registrations on Form S-3 for the Holders pursuant to this Section 3.3; or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) If the Initiating Holders intend to distribute the Registrable Securities requested to be registered is at least $10 million (or covered by their request by means of an underwriting, they shall so advise the entire amount Company as a part of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations their request made pursuant to this AgreementSection 3.3 and the Company shall include such information in the written notice referred to in Section 3.3(a). The provisions of Section 3.2(b) shall be applicable to such request (with the substitution of Section 3.3 for references to Section 3.2).

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after the date that is 180 days after the Company becomes a registrant Closing, the Investor may request registration under the Exchange ActSecurities Act of all of its Registrable Securities then held on a Form S-1 or Form S-3 registration statement (or any successor to each such form) (or, any Holder if Form S-1 or group Form S-3 is not then available, on such form of Holders holding, in the aggregate, ten percent (10%) or more registration statement as is then available to effect a registration of the Registrable Securities issued and outstanding immediately following the effective date of the Plan pursuant to this subsection (the “Initial Outstanding Amount”b)(i), shall have the right, by written notice given to the Company ) (each a “Demand NoticeRegistration”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of a Demand Registration request, to request the Company shall cause a Registration Statement to register under and in accordance with be filed within forty-five (45) days after the provisions of date on which such request was received by the Securities Act all or any portion of Company. The Company shall not be required to effect a Demand Registration (A) more than two (2) times for the Registrable Securities designated by such Holder(s)Investor; provided, however, that a Registration Statement shall not count as a Demand Registration requested under this subsection (b)(i)(A) unless and until it has become effective, or (B) if the Company furnishes to the Investor a certificate signed by an authorized officer of the Company stating that (a) within sixty (60) days of receipt of the Demand Registration request under this subsection (b)(i), the Company expects to file a registration statement for the public offering of securities for the account of the Company (other than a registration of securities (x) the estimated fair market value of the Registrable Securities requested issuable pursuant to be registered is equal to at least $10 million (an employee stock option, stock purchase or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)similar plan, and (y) prior issuable pursuant to a merger, exchange offer or a transaction of the time type specified in Rule 145(a) under the Securities Act or (z) in which the only securities being registered are securities issuable upon conversion of debt securities which are also being registered), provided, that the Company is eligible actively employing good faith efforts to use Form S-3 for cause such registration statement to become effective, or (b) the registration Company is engaged in a material transaction or has an undisclosed material corporate development, in either case, which would be required to be disclosed in the Registration Statement, and in the good faith judgment of Registrable Securities for resalethe Company’s Board of Directors, such Holder(s), in the aggregate, shall only disclosure would be entitled to one Demand Registration per calendar year pursuant materially detrimental to the provisions Company and its stockholders at such time (in which case, the Company shall disclose the matter as promptly as reasonably practicable and thereafter file the Registration Statement, and the Investor agrees not to disclose any information about such material transaction to third parties until such disclosure has occurred or such information has entered the public domain other than through breach of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated provision by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 millionInvestor), provided, however, that there the Company shall be no more than five (5) Demand Registrations have the right to defer the filing of the Registration Statement pursuant to this Agreementsubsection twice in any twelve (12) month period and any such deferral may not exceed a period of more than sixty (60) days in the aggregate during such twelve-month period. (ii) If the Investor requests a Demand Registration and elects to distribute the Registrable Securities covered by its request in an underwritten offering, the Investor shall so advise the Company as a part of its request made pursuant to subsection (b)(i). The Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering; provided, however, that such selection shall be subject to the consent of the Investor, which consent shall not be unreasonably withheld, delayed or conditioned.

Demand Registration. 2.1. From and after the earlier of one (a1) year following the Effective Date or ninety (i90) Provided that days (or such later date as may be required by Section 9 hereof) after the Company does not have the Registration Statement effective date of any registration statement filed pursuant to Section 2 effective and usable to such Holder the Securities Act for an underwritten initial public offering of shares of Common Stock initiated by the Company, or group of Holders requesting a Demand Registration under this Section, at any time after the date that filing of any registration statement by EnvestNet pursuant to the Company becomes a registrant under Securities Act in connection with the Exchange Actregistration of shares of capital stock of EnvestNet, any Holder Holders (including persons deemed to be Holders pursuant to the last sentence of this Section 2.1) owning, individually or group of Holders holding, in the aggregate, ten percent (10%) or more at least 50% of the Registrable Securities Common Stock (35% for any offering other than an initial public offering) issued and outstanding immediately following issuable to the effective date of Holders may from time to time make written requests for a Demand Registration, pursuant to a registration statement on a Form S-1 or Form S-2 (or any applicable substitute, replacement or successor form that may be adopted by the Plan Commission) (the collectively, a “Initial Outstanding AmountLong Form”); provided, shall have that the right, by written notice given to estimated gross proceeds from the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion offering of the Registrable Securities designated by Common Stock pursuant to such Holder(s)Demand Registration would exceed $15,000,000; provided, however, that (x) that, without the estimated fair market value consent of EnvestNet, in no event will the Company be required to register Securities under this Section 2 in connection with the initial public offering of its Common Stock if the consummation of such an initial public offering would be prohibited by Section 4.2 of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions Stockholders’ Agreement. For purposes of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for 2, the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will stockholders of EnvestNet who own EnvestNet Registrable Common each shall be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested deemed to be registered is at least $10 million a Holder (or the entire amount a “Pro Forma Holder”) of a number of shares of Registrable Securities Common held by EnvestNet equal to the total number of shares of Registrable Common then owned held by EnvestNet multiplied by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Pro Forma Demand Registrations pursuant to this AgreementElection Percentage.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), HEI shall have the right, on not more than four occasions in the aggregate, and no more frequently than once during any six-month period, and (ii) the Minority Stockholders as a group shall have the right (though such right need not be jointly exercised by written notice given to the Company (a “Demand Notice”Minority Stockholders), on not more than two occasions in the aggregate (it being understood and agreed that two or more Minority Stockholders may make joint Demands hereunder or any Minority Stockholder may join in a Demand made by any other Minority Stockholder, and any such joint Demand or joining in of a Demand shall be deemed to request be a single Demand for all purposes hereof), and no more frequently than once during any six-month period, to require the Company to register for offer and sale under and in accordance with the provisions of the Securities Act (a "Demand") all or any a portion of the Registrable Securities designated held by such Holder(sStockholder, subject to the restrictions set forth herein; PROVIDED that no Stockholder shall be entitled to make a Demand hereunder unless the Registrable Securities subject to such Demand represent at least 7% of the aggregate shares of Company Common Stock then issued and outstanding. As promptly as practicable after the Company receives from a Stockholder (the "Demanding Stockholder") a notice pursuant to this Section 4.1(a) (a "Demand Notice"), a copy of which shall have also been delivered to each other Minority Stockholder at the same time as to the Company, demanding that the Company register for offer and sale under the Securities Act Registrable Securities, subject to Section 4.1(b), the Company shall (i) use all reasonable efforts to file as promptly as reasonably practicable with the Commission a Registration Statement relating to the offer and sale of the Applicable Securities on such form as the Company may reasonably deem appropriate (PROVIDED that the Company shall not, unless the Company otherwise determines, be obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) and, thereafter, (ii) after the filing of an initial version of the Registration Statement, use 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; providedPROVIDED, howeverHOWEVER, that no Demanding Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Demanding Stockholder has made an Election. Subject to Section 4.1(b), the Company shall use reasonable efforts to keep each Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by such Demanding Stockholder for resales of Registrable Securities for an Effectiveness Period ending on the earlier of (xi) 30 days from the Effective Time of such Registration Statement and (ii) such time as all of such securities have been disposed of by the selling securityholders. (b) The Company shall have the right to postpone (or, if necessary or advisable, withdraw) the estimated fair market value filing, or delay the effectiveness, of a Registration Statement, or fail to keep such Registration Statement continuously effective or not amend or supplement the Registration Statement or included Prospectus, if the Company determines based upon the advice of counsel that it would be advisable to not disclose in the Registration Statement a planned or proposed financing, acquisition or other corporate transaction or other material information, and the Company shall have determined in good faith that such disclosure is not in the best interests of the Registrable Company and its stockholders; PROVIDED that no one such postponement shall exceed 90 days in any six-month period and all such postponements shall not exceed 180 days in the aggregate. The Company shall advise the Demanding Stockholder of any such determination as promptly as practicable after such determination. (c) In connection with an underwritten offering, if the managing underwriter or underwriters advise the Company that in its or their opinion the number of Applicable Securities subject to a Demand 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 opinion of such managing underwriter or underwriters, can be sold in such offering (PROVIDED that, in the event of a joint Demand, the Applicable Securities included shall be allocated pro rata among the Demanding Stockholders on the basis of the relative number of Applicable Securities each such Demanding Stockholder has requested to be included in such Registration). (d) The Company may include in any registration requested pursuant to Section 4.1(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 or underwriters advise the Company that in its or their opinion the number of Applicable Securities requested by the Demanding Stockholder, together with other securities for sale for the account of the Company or any other Person, 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 and other securities that, in the opinion of such managing underwriter or underwriters, can be sold in such offering as follows: (i) first, the Applicable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), Demanding Stockholder and (yii) second, any other securities requested to be included in such Registration. (e) A Demanding Stockholder shall have the right to withdraw any Demand (i) prior to the time the Company is eligible to use Form S-3 for Registration Statement in respect of such Demand has been declared effective, (ii) upon the registration issuance by the Commission or any other governmental agency of Registrable Securities for resalea stop order, injunction or other order which interferes with such Holder(sRegistration, (iii) upon the Company's availing itself of Section 4.1(b), in the aggregate, shall only be entitled to one Demand Registration per calendar year or (iv) if such Demanding Stockholder is prevented pursuant to Section 4.1(c) or (d) from selling all of the provisions Applicable Securities it requested to be registered. Notwithstanding such request to withdraw the Demand, the Registration requested by such Demanding Stockholder shall nonetheless be deemed to have been effected (and, therefore, requested) for purposes of this Section 3(a)(i4.1(a) unless hereof if such Demanding Stockholder withdraws any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s(A) will be entitled pursuant to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 clause (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%i) or more of the Initial Outstanding Amount, shall have preceding sentence after the right Commission filing fee is paid with respect thereto or (B) pursuant to request the Company to register under and in accordance with the provisions clause (iv) of the Securities Act all or any portion preceding sentence in circumstances where at least 50% of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Applicable Securities requested to be registered included in such Registration by such Demanding Stockholder could have been included, and in each case, (x) the Company has not availed itself of Section 4.1(b) with respect to such Registration request or (y) the Company has availed itself of Section 4.1(b) 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 4.1(b). If a Demanding Stockholder withdraws a Demand but the Company nevertheless determines to complete, within 30 days after such withdrawal, the Registration so requested as to securities other than the Applicable Securities, such Demanding Stockholder shall be entitled to participate in such Registration pursuant to Section 4.2, but in such case the Intended Offering Notice shall be required to be given to such Demanding Stockholder at least $10 million (or five business days prior to the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value anticipated filing date of the remaining Registrable Securities is less than $Registration Statement, or if such Registration Statement has already been filed, within 10 million), provided, however, that there business days after receipt of the request to withdraw Demand from such Demanding Stockholder and such Demanding Stockholder shall be required to give the Piggy-back Notice no more later than five 3 business days after the Company's delivery of such Intended Offering Notice. (5f) Demand Registrations In the event that any Registration pursuant to this AgreementSection 4.1 shall involve, in whole or in part, an underwritten offering, one co-lead managing underwriter shall be selected by the Company and shall be reasonably acceptable to the Demanding Stockholder, and the other co-lead underwriter shall be selected by the Demanding Stockholder, PROVIDED that, in the event of a joint Demand, the other co-lead underwriter shall be selected by a majority in interest (by reference to the number of Applicable Securities requested to be included in the Registration) of the Demanding Stockholders, and shall be reasonably acceptable to the Company. Any additional co-managing underwriters shall be selected by the Company.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more Unless all of the Registrable Securities issued and outstanding immediately following Shares are included in an effective registration statement with a current prospectus, the effective date of the Plan Company, upon written demand (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrant and/or the underlying securities (“Majority Holder(s)”), to request the Company agrees to register under and in accordance with the provisions of the Securities Act on two occasions, all or any portion of the Registrable Securities designated remaining Ordinary Shares as requested by the Majority Holder(s) in the Demand Notice, provided that no such registration will be required unless the Holders request registration of an aggregate of at least 51% of the outstanding Shares. On such occasion, the Company will file a new registration statement or a post-effective amendment to the Registration Statement covering the Shares within sixty (60) days after receipt of the Demand Notice and use its commercially reasonable efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time after one (1) year from the commencement of sales of the Offering, but no later than five (5) years from the commencement of sales of the Offering. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrant and/or the Shares within ten (10) days from the date of the receipt of any such Demand Notice, who shall have five days from the receipt of such Notice in which to notify the Company of their desire to have their Shares included in the Registration Statement. The Company shall bear all fees and expenses attendant to registering the Shares upon the first Demand Notice, including the reasonable expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Shares, but the Holders shall pay any and all underwriting commissions, if any. The Holders shall bear all fees and expenses attendant to registering the Shares upon the second Demand Notice. The Company agrees to use its commercially reasonable efforts to qualify or register the Shares in such States as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Shares in a State in which such registration would cause (xi) the estimated fair market value Company to be obligated to qualify to do business in such State or execute a general consent to service of process, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal shareholders of the Registrable Securities requested Company to be registered is equal obligated to at least $10 million escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand rights granted under Section 7 to remain effective for a period of twelve (12) consecutive months from the effective date of such registration statement or the entire amount of Registrable Securities then owned by post-effective amendment or until the Holders if have completed the estimated fair market value distribution of the remaining Registrable Securities Shares included in the Registration Statement, whichever occurs first. If (i) in the good faith judgment of the Board, filing a registration statement pursuant to Section 7 would be seriously detrimental to the Company and the Board concludes, as a result, that it is less than $10 million)essential to defer the filing of such registration statement at such time, and (yii) prior the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the time Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request defer such filing on two occasions for an aggregate of not more than one hundred and twenty (120) days in any twelve-month period. The Company is only required to use its commercially reasonable efforts to cause a registration statement covering issuance of the Shares underlying the Purchase Warrant to be declared effective, and once effective, only to use its commercially reasonable efforts to maintain the effectiveness of the registration statement. The Company will not be obligated to deliver securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective at the time of exercise. Additionally, in no event is the Company obligated to settle any Purchase Warrant, in whole or in part, for cash in the event it is unable to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementShares.

Demand Registration. (a) (i) Provided At such time that the Company does not have the Shelf Registration Statement filed required pursuant to Section 2 effective 2(a) is not available and usable subject to such Holder or group the terms and conditions of Holders requesting a Demand Registration under this SectionAgreement, at any time and from time to time commencing 180 days after the date that the Company becomes a registrant under the Exchange Act, any Holder or group consummation of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by an initial Public Offering upon written notice given to the Company (a “‘‘Demand Notice”), to request ) delivered by a Qualified Holder(s) requesting that the Company to register effect the registration (a “Demand Registration”) under and in accordance with the provisions of the Securities Act all (other than pursuant to a registration statement on Form S-4 or Form S-8 or any portion similar or successor form under the Securities Act) of any or all of the Registrable Securities designated held by such Qualified Holder(s); provided, however, that ) (x) the estimated fair market value which offering is expected to yield aggregate gross proceeds of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 40 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resaleshall promptly (but in any event, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more later than five (5) Business Days following the Company’s receipt of such Demand Registrations Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) subject to Section 2(b)(ii) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Reguest”) given to the Company within ten (10) Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

Demand Registration. (a) At any time after June 1, 1998, the Holders shall have the right to request (ieach such request, a "Registration Demand") Provided that the Company does file a registration statement under the Securities Act in respect of all or any portion of such Holder's Eligible Securities; provided that if any Holders shall request that a portion, but not all, of its Eligible Securities be registered in accordance with this Section 7.1 (including a requested Takedown pursuant to subsection (c)(ii) below), such portion shall include not less than two hundred and fifty thousand (250,000) shares of Eligible Common Stock (or such lesser number of such shares having a market valuation of at least $5,000,000 as of the date the Registration Demand is made, based on the Closing Price on such date). A Registration Demand shall specify the number of shares of Eligible Common Stock (and, in the case of a Registration Demand by the Initial Holder, the number of Warrants) that each such Holder proposes to sell in the offering. If no Shelf Registration Statement shall be effective as of the date of the Registration Demand, the demanding Holders may elect to register such Eligible Securities in accordance with either Section 7.1(c)(i) or Section 7.1(d). If a Shelf Registration Statement shall be effective as of the date of the Registration Demand, then all demanding Holders shall be deemed to have elected to register their Eligible Securities pursuant to Section 7.1(c)(ii). The Holders may make in the aggregate two (2) Registration Demands pursuant to Sections 7.1(c)(i) and 7.1(d) and four (4) Registration Demands per year pursuant to an existing Shelf Registration Statement pursuant to Section 7.1(c)(ii) for which the Company will pay and bear all costs and expenses in accordance with Section 8.3 and thereafter the Holders may make an unlimited number of Registration Demands for which such requesting Holders shall pay and bear all costs and expenses. (b) Upon receipt of a Registration Demand (other than a Takedown), the Company shall give written notice thereof to all of the other Holders at least thirty (30) days prior to the initial filing of a Registration Statement relating to such Registration Demand. Each of the other Holders shall have the right, within twenty (20) days after the delivery of such notice, to request that the Company include all or a portion of such Holder's Eligible Securities in such Registration Statement. Upon receipt of a Registration Demand that is a Takedown, a representative of the selling holders shall give written notice thereof to all of the other Holders at least three (3) Business Days prior to the initial filing of a prospectus relating to such Registration Demand. Each of the other Holders shall have the right, within one (1) Business Day after the delivery of such notice, to request that the Company include all or a portion of such Holder's Eligible Securities in such Registration Statement. a. As promptly as practicable and in no event later than sixty (60) days after the Company receives a Registration Demand electing to register Eligible Securities pursuant to this paragraph (c), the Company shall file under the Securities Act a "shelf" registration statement (the "Shelf Registration Statement") providing for the registration and the sale on a continuous or delayed basis of all the Eligible Securities, pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the SEC (the "Shelf Registration"). The Company agrees to use its reasonable best efforts to cause such Shelf Registration Statement to become or be declared effective as soon as practicable but no later than 75 calendar days after the filing (the "75 Day Effective Date") and to keep such Shelf Registration continuously effective for a period ending on the occurrence of the earlier of: (x) the third anniversary of such Registration Demand and (y) notification by all of the requesting Holders that such Holders have sold all of the Eligible Securities owned by them. The Company further agrees to supplement or make amendments to the Shelf Registration Statement and the prospectus included therein (x) as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period set forth in the previous sentence and (y) as may be required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or rules and regulations thereunder for shelf registration. The Company agrees to furnish to the Holders of the securities registered thereby copies of any such supplement or amendment (but excluding any periodic reports required to be filed with the SEC under the Exchange Act of 1934) so that the Initial Holder, or if the Initial Holder is no longer a Holder, the Holders, through the Representative(s), have a reasonable opportunity to comment thereon prior to its being used and/or filed with the SEC. b. As promptly as practicable after the Company receives a Registration Demand from a Holder or Holders pursuant to which a Holder is deemed to have elected to register Eligible Securities pursuant to an existing Shelf Registration Statement (a "Takedown"), the Company shall, subject to the Takedown Blackout Period described below, file a Prospectus with the SEC and otherwise comply with the Securities Act and all rules, regulations and instructions thereunder applicable to such Takedown. In the event that no Prospectus or other filing is required nor any other action necessitating the Company's participation is required to effect a sale of Eligible Securities pursuant to an effective Shelf Registration Statement filed pursuant to Section 2 effective and usable 7.1(c)(i), each selling Holder agrees to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that provide the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent with at least three (10%3) or more Business Days' notice of the Registrable proposed sale (which may or may not include the amount of Eligible Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (yregistered) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand effective Shelf Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Statement; provided, however, that the estimated fair market value Company shall, subject to Section 7.3(g), have the right to postpone any such sale whether before or after the filing of the Registrable applicable Prospectus or Shelf Registration Statement for a reasonable period of time not to exceed ninety (90) days (a "Takedown Blackout Period") if: (i) the Company determines in its good faith judgment that it would, in connection with such sale, be required to disclose in such Registration Statement (or any prospectus supplement to be used in connection therewith) information not otherwise then required by law to be publicly disclosed and (ii) either (x) in the good faith judgment of the Board of Directors of the Company, such disclosure would adversely affect any material corporate development or business transaction contemplated by the Company or (y) the Company has a bona fide purpose for preserving as confidential such information; provided further that the Takedown Blackout Period shall earlier terminate upon the completion or abandonment of the relevant corporate development or business transaction or upon public disclosure by the Company or public disclosure by the Company or public admission by the Company of such information specified in (i) above. (d) As promptly as practicable and in no event later than sixty (60) days after the Company receives a Registration Demand electing to register Eligible Securities pursuant to this Section 7.1(d), the Company shall file with the SEC a Registration Statement, on any form that shall be available and appropriate for the sale of the Eligible Securities in accordance with the intended method of distribution thereof. The Company shall include in such Registration Statement all of the Eligible Securities of such requesting Holders that such Holders have requested to be included therein pursuant to Sections 7.1(a) and 7.1(b); provided, however, that, if the requested registration involves an underwritten offering, the Eligible Securities to be registered may be reduced if the managing underwriter delivers a notice (a "Cutback Notice") pursuant to Section 7.1(g). The Com- pany shall use its reasonable best efforts to cause each such Registration Statement to be declared effective (and to obtain acceleration of such effectiveness) as soon as practicable but no later than 75 days after filing such Registration Statement and to keep such Registration Statement continu- ously effective and usable for resale of such Eligible Securities, for a period of one hundred eighty (180) days from the date on which the SEC declares such Registration Statement effective or such shorter period as is necessary to complete the distribution of the securities registered thereunder. (e) The Initial Holder or, if the Initial Holder is not a selling holder, the Representative(s) shall determine the method of distribution of Eligible Securities pursuant to a Registration Demand. (f) If a Registration Demand involves an underwritten offering, the investment banker or investment bankers and manager or managers that will administer such offering will be selected by the Initial Holder or, if the Initial Holder is not a selling holder, the Representative(s); provided that the Persons so selected shall be reasonably satisfactory to the Company. (g) In the event that the proposed offering is an underwritten offering and includes securities to be offered for the account of the Company (the "Company Shares"), the provisions of this Section 7.1(g) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of shares of Eligible Common Stock, plus the Company Shares proposed to be sold therein, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Stock being distributed. If the managing underwriter delivers such Cutback Notice, the number of shares of Eligible Common Stock requested to be registered is and Company Shares shall be reduced in the following order until the number of shares to be offered has been reduced to the maximum number of shares specified by the managing underwriter in the Cutback Notice: first, the Company Shares and second, the Eligible Common Stock in proportion to the respective number of shares of Eligible Common Stock that each Holder has requested to be registered. (h) The Company will pay all Registration Expenses (as set forth in Section 8.3) in connection with a registration under this Section 7.1. (i) No Registration Demand (other than a Takedown) may be made until the expiration of six (6) months following the completion of the distribution of the securities registered under any Registration Statement that has been filed and has become effective pursuant to a prior Registration Demand. (j) A Registration Demand will not be deemed satisfied (and will not count for purposes of the limitations in Section 7.1(a)) (i) unless a registration statement with respect thereto has become effective and has been kept continuously effective for a period of at least $10 million 180 days (or such shorter period which shall terminate when all Eligible Securities covered by such registration statement have been sold), (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the entire amount SEC or other governmental agency or court for any reason not attributable to the selling holders participating in such registration and has not thereafter become effective, or (iii) if the conditions to closing specified in the relevant underwriting or agency agreement entered into in connection with such offering are not satisfied or waived, other than by reason of Registrable Securities then owned a breach of such agreement by the Holders if selling holders participating in such offering or wilful failure on the estimated fair market value part of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementselling holders participating in such offering.

Demand Registration. (a) (i) Provided that Each Holder may make, until the Company does not have fifth anniversary of the Registration Statement filed pursuant to Section 2 effective and usable to such Holder date of this Agreement, one or group of Holders requesting more written requests for a Demand Registration under this Section, at of all or any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more part of the Registrable Securities issued held by such Holder; provided, that (A) the Company shall in no event be required to effect more than two Demand Registrations for the Holders in total in any 12-month period, (B) each such Demand Registration must be in respect of Registrable Securities with a fair market value of at least $25 million or all of the Registrable Securities then held by the requesting Holder if the aggregate fair market value of all of such Registrable Securities is less than $25 million and outstanding immediately following (C) such Holder shall not be entitled to a Demand Registration if, during the 120 days preceding such request, any Holder has requested a Demand Registration unless the Company preempted such Demand Registration in accordance with Section 2.1(d) or the Company postponed the filing thereof in accordance with Section 3.1(a) and the requesting Holders withdrew the request for such Demand Registration. (ii) Any request for a Demand Registration will specify the aggregate number of shares of Registrable Securities proposed to be sold by the Requesting Holders and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Agreement or the inability of the Requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the Requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Company is in compliance in all material respects with its obligations under this Agreement), then such Demand Registration shall be deemed to have been effected (provided that (A) if, the Demand Registration does not become effective because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), business, assets or results of operations of the Company and its subsidiaries taken as a whole subsequent to the date of the Plan written request made by the Requesting Holders, or (B) if the “Initial Outstanding Amount”Company withdraws the Demand Registration for any reason or preempts the request for the Demand Registration, or (C) if, after the Demand Registration has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court or (D) if the Demand Registration is withdrawn at the request of the Requesting Holders pursuant to Section 2.1(e) or Section 3.1(a), then the Demand Registration shall not be deemed to have been effected and will not count as a Demand Registration). (iii) Upon receipt of any request for a Demand Registration by a Holder, the Company shall promptly (but in any event within ten (10) days) give written notice of such proposed Demand Registration to the other Holders, and all such other Holders shall have the right, exercisable by written notice given to the Company within twenty (a “Demand Notice”)20) days of their receipt of the Company's notice, to request the Company elect to register under and include in such Demand Registration such portion of their Registrable Securities as they may request. All such Holders requesting to have their Registrable Securities included in a Demand Registration in accordance with the provisions preceding sentence shall be deemed to be "Requesting Holders" for purposes of this Section 2.1. (b) If the Requesting 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. With respect to any such underwritten offering, the Company shall select an investment banking firm or firms of national standing to manage the underwritten offering, subject to the consent of a majority in interest of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Requesting Holders, which consent shall not be unreasonably withheld; provided, however, that (x) the estimated fair market value if a majority of the Registrable Securities requested of the Requesting Holders are held by Xxxxxx Brothers Inc. or any Affiliate thereof, then the Company shall select Xxxxxx Brothers Inc. or one of its Affiliates to be registered is equal to at least $10 million manage the underwritten offering. (or c) The Requesting Holders will inform the entire amount Company of the time and manner of any disposition of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)Common Stock, and (y) prior agree to the time reasonably cooperate with the Company is eligible to use Form S-3 for in effecting the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion disposition of the Registrable Securities designated by such Holder(s)Common Stock in a manner that does not unreasonably disrupt the public trading market for the Common Stock; provided, however, that the estimated fair market value Holders' only right to a shelf registration statement shall be pursuant to Section 2.3. (d) The Company will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within seven business days after the Company has received a request for such Demand Registration) of such intention to the Requesting Holders indicating that the Company has identified a specific business need and use for the proceeds of the sale of such securities and had contemplated such sale of securities prior to receiving the Requesting Holders' notice, and the Company shall use commercially reasonable efforts to effect a primary registration within 90 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.2 hereof. Upon the Company's preemption of a requested Demand Registration, such requested registration will not count as the Holders' Demand Registration. If the Company thereafter decides to abandon its intention to pursue such sale of securities, it shall give notice thereof to any preempted Holders within five business days following the Company's decision. The Company may exercise the right to preempt a Demand Registration only once in any 360-day period; provided, that during any 360-day period the Company shall use its reasonable best efforts to permit a period of at least 180 consecutive days during which the Selling Holders may effect a Demand Registration. (e) Securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall not be included in a Demand Registration if the managing Underwriter or Underwriters shall advise the Company and the Requesting Holders in writing that the inclusion of such securities will materially and adversely affect the price of the offering (a MATERIAL ADVERSE EFFECT"). Furthermore, in the event the managing Underwriter or Underwriters shall advise the Company or the Requesting Holders that even after exclusion of all securities of other Persons (including the Company) pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause a Material Adverse Effect, the Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Company and the Requesting Holders are so advised can be sold in such offering without a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities requested to be included in such registration by each such Requesting Holder; provided, however, that if any Registrable Securities requested to be registered pursuant to a Demand Registration under Section 2.1 are excluded from registration hereunder, then the Holder(s) having shares excluded ("EXCLUDED HOLDERS") shall have the right to withdraw all, or any part, of their shares from such registration and if withdrawn in full such Demand Registration shall not be deemed to have been effected and will not count as a Demand Registration. (f) If any Holder is at least $10 million (or exercising a demand registration right under any other agreement with the entire amount of Registrable Securities then owned by the Company, such Holder shall notify all other Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementexercise of such demand.

Demand Registration. (a) The Company shall, for the benefit of the Holder, on up to three occasions: (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting Following a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company demand (a “Demand NoticeDemand”), to request ) by the Company Holder to register under and in accordance with the provisions of the Securities Act all or any a portion of the Registrable Securities, use commercially reasonable efforts to file with the SEC a Demand Registration Statement relating to the offer and sale (including, without limitation, through a Registered Hedge) of such Registrable Securities designated by such Holder(s)or on behalf of the Holder from time to time or, in the case of a Registered Hedge, on a continuous basis; provided, however, that that, in the case of an underwritten offering, the Company shall not have an obligation to effect a Demand Registration unless (x) in the estimated fair market value case of the Registrable Securities requested to be registered is equal first Demand Registration effected under this Section 2.2, such Demand relates to at least $10 million (or the entire amount of 10,000,000 Registrable Securities then owned (as adjusted for any stock split, reclassification, recapitalization or other similar event by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 millionCompany), and (y) prior in the case of any subsequent Demand Registration effected under this Section 2.2, such Demand relates to the time the Company is eligible to use Form S-3 for the registration greater of (I) 5,000,000 Registrable Securities (as adjusted for resaleany stock split, such Holder(s)reclassification, recapitalization or other similar event by the Company) or (II) Registrable Securities having a market value (calculated by the last sale price on the date on which the Demand is made by the Holder) of at least $60,000,000 and provided, further, that, in the aggregatecase of a Block Trade, the Company shall only be entitled not have an obligation to one effect a Demand Registration per calendar year pursuant unless such demand relates to at least 2,000,000 Registrable Securities (as adjusted for any stock split, reclassification, recapitalization or other similar event by the provisions of this Section 3(a)(iCompany). (ii) unless any Use its commercially reasonable efforts to keep the Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c)Statement continuously effective, other than during Black-out Periods, in which case order to permit the relevant Holder(s) will Prospectus forming part thereof to be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holdingusable by Holder, in the aggregatecase of an underwritten offering, ten percent (10%) or more for a period of 180 days or, in the Initial Outstanding Amountcase of a Block Trade, for a period of 30 days from the date the Demand Registration Statement is declared effective by the SEC. Notwithstanding anything to the contrary, in the case of a Demand Registration with respect to an underwritten offering, the Holder shall have the right to request the Company initiate, on only one occasion, a Take-Down pursuant to register under and in accordance with the provisions of the Securities Act all or any portion of such Demand Registration (but may sell the Registrable Securities designated registered in the Demand Registration in connection with the Registered Hedge but not sold in a Registered Hedge pursuant to such Demand Registration Statement in a non-underwritten offering). (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 and the rules and regulations thereunder, (ii) any Demand Registration Statement and any amendment thereto does not, when it becomes effective, 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 and (iii) 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 statements, in light of the circumstances under which they were made, not misleading. (b) The Holder may not make a Demand (i) prior to the one year anniversary of the Closing Date, (ii) in the case of an underwritten offering (and in the case of a Block Trade, if requested by such Holder(sthe managing underwriter of an underwritten offering); provided, howeverwithin 180 days after the date a Demand Registration Statement relating to a previous Demand for an underwritten offering was declared effective by the SEC or (iii) with respect to Registrable Securities covered by a then effective Registration Statement. (c) A registration will not count as a Demand Registration unless it has become effective, except if it has been withdrawn at the request of the Holder, in which case, it shall count as a Demand Registration. In the event that the estimated fair market value of Holder withdraws a request for a Demand Registration, the Registrable Securities requested to be registered is at least $10 million Holder may reacquire such Demand Registration (or such that the entire amount withdrawal will not count as a Demand hereunder) if the Holder reimburses the Company for any and all Registration Expenses actually incurred by the Company in connection with such request for a Demand Registration. (d) The offering of Registrable Securities then owned by pursuant to an Automatic Registration or a Demand Registration shall be, in the Holders if the estimated fair market value sole discretion of the remaining Registrable Securities is less than $10 millionHolder, in the form of a “firm commitment” underwritten offering, pursuant to a Block Trade or, in the case of a Registered Hedge, in the manner set forth in the Automatic Registration Statement or Demand Registration Statement. The Holder shall have the right to select the managing underwriters to be used in connection with any underwritten offering under this Section 2.2(d), providedsubject to the approval of the Company, howeverwhich approval shall not be unreasonably withheld. As used in this Agreement, that there the term “underwritten offering” shall be no more than five include a transaction in which an investment bank or Affiliate thereof sells shares (5including, without limitation, short sales) Demand Registrations of Common Stock pursuant to this Agreementa Registration Statement in order to hedge its economic exposure to a derivative transaction entered into between the Holder and such investment bank or Affiliate thereof (a “Registered Hedge”).

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, If at any time after the date filing of the Initial Registration Statement, the Company receives a request from Holder of Additional Registrable Securities then outstanding (an “Initiating Holder”) that the Company becomes file a registrant Registration Statement with respect to outstanding Additional Registrable Securities of such Initiating Holder not already covered by an existing Registration Statement, then the Company shall, (i) within ten (10) days after the date such request is given, give notice to all Holders other than the Initiating Holder, and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given, file a Form S-3 registration statement under the Exchange Act, any Holder or group Securities Act (except if the Company is then ineligible to register for resale of Holders holdingthe Additional Registrable Securities on Form S-3, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), which case such registration shall have the right, by written notice given be on such other form available to the Company (a “Demand Notice”), to request the Company to register under and in accordance with for resale of the Additional Registrable Securities as a secondary offering) subject to the provisions of the Securities Act Section 3(d) covering all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Additional Registrable Securities requested to be registered included in such registration by the Initiating Holder and any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the notice pursuant to clause (i) above is equal given, and in each case, subject to at least $10 million the limitations of Sections 3(b) and (or c). Upon the entire amount request of any Holder that Additional Registrable Securities then owned by the Holders if the estimated fair market value of the remaining be registered pursuant to this Section 3(a), all such Additional Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of shall thereafter be Registrable Securities for resaleall purposes under this Agreement. (b) Notwithstanding the foregoing obligations, such Holder(s), if the Company furnishes to Holders requesting a registration pursuant to this Section 3 a certificate signed by the Company’s chief executive officer stating that in the aggregate, shall only good faith judgment of the Company’s Board of Directors it would be entitled to one Demand Registration per calendar year pursuant materially detrimental to the provisions of this Section 3(a)(i) unless any Demand Company and its stockholders for such Registration does not Statement to either become effective or is not maintained in effect remain effective for as long as such Registration Statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the respective periods set forth in Section 3(c), in which case the relevant Holder(sCompany; (ii) will be entitled to an additional Demand Registration pursuant hereto. Following the time require premature disclosure of material information that the Company becomes eligible has a bona fide business purpose for use of Form S-3 preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or any successor form)Exchange Act, any Holder or group of Holders holding, in then the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Initiating Holder is given; provided, however, that the estimated fair market value Company may not invoke this right more than once in any twelve (12) month period; and provided further that (x) the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Registrable Securities requested Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (y) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Additional Registrable Securities; or (z) a registration in which the only Common Stock being registered is at least $10 million Common Stock issuable upon conversion of debt securities that are also being registered. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 3(a) during the entire amount of Registrable Securities then owned by period that is thirty (30) days before the Holders if the estimated fair market value Company’s good faith estimate of the remaining Registrable Securities date of filing of, and ending on a date that is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement.ninety

Demand Registration. (a) At any time after June 1, 1998, the Holders shall have the right to request (each such request, a "Registration Demand") that the Company file a registration statement under the Securities Act in respect of all or any portion of such Holder's Eligible Securities; provided that if any Holders shall request that a portion, but not all, of its Eligible Securities be registered in accordance with this Section 7.1 (including a requested Takedown pursuant to subsection (c)(ii) below), such portion shall include not less than two hundred and fifty thousand (250,000) shares of Eligible Common Stock (or such lesser number of such shares having a market valuation of at least $5,000,000 as of the date the Registration Demand is made, based on the Closing Price on such date). A Registration Demand shall specify the number of shares of Eligible Common Stock (and, in the case of a Registration Demand by the Initial Holder, the number of Warrants) that each such Holder proposes to sell in the offering. If no Shelf Registration Statement shall be effective as of the date of the Registration Demand, the demanding Holders may elect to register such Eligible Securities in accordance with either Section 7.1(c)(i) or Section 7.1(d). If a Shelf Registration Statement shall be effective as of the date of the Registration Demand, then all demanding Holders shall be deemed to have elected to register their Eligible Securities pursuant to Section 7.1(c)(ii). The Holders may make in the aggregate two (2) Registration Demands pursuant to Sections 7.1(c)(i) and 7.1(d) and four (4) Registration Demands per year pursuant to an existing Shelf Registration Statement pursuant to Section 7.1(c)(ii) for which the Company will pay and bear all costs and expenses in accordance with Section 8.3 and thereafter the Holders may make an unlimited number of Registration Demands for which such requesting Holders shall pay and bear all costs and expenses. (b) Upon receipt of a Registration Demand (other than a Takedown), the Company shall give written notice thereof to all of the other Holders at least thirty (30) days prior to the initial filing of a Registration Statement relating to such Registration Demand. Each of the other Holders shall have the right, within twenty (20) days after the delivery of such notice, to request that the Company include all or a portion of such Holder's Eligible Securities in such Registration Statement. Upon receipt of a Registration Demand that is a Takedown, a representative of the selling holders shall give written notice thereof to all of the other Holders at least three (3) Business Days prior to the initial filing of a prospectus relating to such Registration Demand. Each of the other Holders shall have the right, within one (1) Business Day after the delivery of such notice, to request that the Company include all or a portion of such Holder's Eligible Securities in such Registration Statement. (i) Provided As promptly as practicable and in no event later than sixty (60) days after the Company receives a Registration Demand electing to register Eligible Securities pursuant to this paragraph (c), the Company shall file under the Securities Act a "shelf" registration statement (the "Shelf Registration Statement") providing for the registration and the sale on a continuous or delayed basis of all the Eligible Securities, pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the SEC (the "Shelf Registration"). The Company agrees to use its reasonable best efforts to cause such Shelf Registration Statement to become or be declared effective as soon as practicable but no later than 75 calendar days after the filing (the "75 Day Effective Date") and to keep such Shelf Registration continuously effective for a period ending on the occurrence of the earlier of: (x) the third anniversary of such Registration Demand and (y) notification by all of the requesting Holders that such Holders have sold all of the Eligible Securities owned by them. The Company further agrees to supplement or make amendments to the Shelf Registration Statement and the prospectus included therein (x) as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period set forth in the previous sentence and (y) as may be required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or rules and regulations thereunder for shelf registration. The Company agrees to furnish to the Holders of the securities registered thereby copies of any such supplement or amendment (but excluding any periodic reports required to be filed with the SEC under the Exchange Act of 1934) so that the Initial Holder, or if the Initial Holder is no longer a Holder, the Holders, through the Representative(s), have a reasonable opportunity to comment thereon prior to its being used and/or filed with the SEC. (ii) As promptly as practicable after the Company does not receives a Registration Demand from a Holder or Holders pursuant to which a Holder is deemed to have elected to register Eligible Securities pursuant to an existing Shelf Registration Statement (a "Takedown"), the Company shall, subject to the Takedown Blackout Period described below, file a Prospectus with the SEC and otherwise comply with the Securities Act and all rules, regulations and instructions thereunder applicable to such Takedown. In the event that no Prospectus or other filing is required nor any other action necessitating the Company's participation is required to effect a sale of Eligible Securities pursuant to an effective Shelf Registration Statement filed pursuant to Section 2 effective and usable 7.1(c)(i), each selling Holder agrees to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that provide the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent with at least three (10%3) or more Business Days' notice of the Registrable proposed sale (which may or may not include the amount of Eligible Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (yregistered) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand effective Shelf Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Statement; provided, however, that the estimated fair market value Company shall, subject to Section 7.3(g), have the right to postpone any such sale whether before or after the filing of the Registrable applicable Prospectus or Shelf Registration Statement for a reasonable period of time not to exceed ninety (90) days (a "Takedown Blackout Period") if: (i) the Company determines in its good faith judgment that it would, in connection with such sale, be required to disclose in such Registration Statement (or any prospectus supplement to be used in connection therewith) information not otherwise then required by law to be publicly disclosed and (ii) either (x) in the good faith judgment of the Board of Directors of the Company, such disclosure would adversely affect any material corporate development or business transaction contemplated by the Company or (y) the Company has a bona fide purpose for preserving as confidential such information; provided further that the Takedown Blackout Period shall earlier terminate upon the completion or abandonment of the relevant corporate development or business transaction or upon public disclosure by the Company or public disclosure by the Company or public admission by the Company of such information specified in (i) above. (d) As promptly as practicable and in no event later than sixty (60) days after the Company receives a Registration Demand electing to register Eligible Securities pursuant to this Section 7.1(d), the Company shall file with the SEC a Registration Statement, on any form that shall be available and appropriate for the sale of the Eligible Securities in accordance with the intended method of distribution thereof. The Company shall include in such Registration Statement all of the Eligible Securities of such requesting Holders that such Holders have requested to be included therein pursuant to Sections 7.1(a) and 7.1(b); provided, however, that, if the requested registration involves an underwritten offering, the Eligible Securities to be registered may be reduced if the managing underwriter delivers a notice (a "Cutback Notice") pursuant to Section 7.1(g). The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective (and to obtain acceleration of such effectiveness) as soon as practicable but no later than 75 days after filing such Registration Statement and to keep such Registration Statement continuously effective and usable for resale of such Eligible Securities, for a period of one hundred eighty (180) days from the date on which the SEC declares such Registration Statement effective or such shorter period as is necessary to complete the distribution of the securities registered thereunder. (e) The Initial Holder or, if the Initial Holder is not a selling holder, the Representative(s) shall determine the method of distribution of Eligible Securities pursuant to a Registration Demand. (f) If a Registration Demand involves an underwritten offering, the investment banker or investment bankers and manager or managers that will administer such offering will be selected by the Initial Holder or, if the Initial Holder is not a selling holder, the Representative(s); provided that the Persons so selected shall be reasonably satisfactory to the Company. (g) In the event that the proposed offering is an underwritten offering and includes securities to be offered for the account of the Company (the "Company Shares"), the provisions of this Section 7.1(g) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of shares of Eligible Common Stock, plus the Company Shares proposed to be sold therein, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Stock being distributed. If the managing underwriter delivers such Cutback Notice, the number of shares of Eligible Common Stock requested to be registered is and Company Shares shall be reduced in the following order until the number of shares to be offered has been reduced to the maximum number of shares specified by the managing underwriter in the Cutback Notice: first, the Company Shares and second, the Eligible Common Stock in proportion to the respective number of shares of Eligible Common Stock that each Holder has requested to be registered. (h) The Company will pay all Registration Expenses (as set forth in Section 8.3) in connection with a registration under this Section 7.1. (i) No Registration Demand (other than a Takedown) may be made until the expiration of six (6) months following the completion of the distribution of the securities registered under any Registration Statement that has been filed and has become effective pursuant to a prior Registration Demand. (j) A Registration Demand will not be deemed satisfied (and will not count for purposes of the limitations in Section 7.1(a)) (i) unless a registration statement with respect thereto has become effective and has been kept continuously effective for a period of at least $10 million 180 days (or such shorter period which shall terminate when all Eligible Securities covered by such registration statement have been sold), (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the entire amount SEC or other governmental agency or court for any reason not attributable to the selling holders participating in such registration and has not thereafter become effective, or (iii) if the conditions to closing specified in the relevant underwriting or agency agreement entered into in connection with such offering are not satisfied or waived, other than by reason of Registrable Securities then owned a breach of such agreement by the Holders if selling holders participating in such offering or wilful failure on the estimated fair market value part of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementselling holders participating in such offering.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after the date that sooner of (x) the Company becomes a registrant under the Exchange Act, any Holder or group closing of Holders holding, in the aggregate, ten percent an Initial Public Offering (10%) or more of the Registrable Securities issued and outstanding immediately following but not within 180 days after the effective date of the Plan Registration Statement filed in respect of that Initial Public Offering) and (the “Initial Outstanding Amount”)y) March 29, shall have the right2012, by delivery of written notice given to the Company (a “"Demand Notice”), to request "): (i) the Requisite Series C Holders may require the Company to register for sale under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated held by the Series C Holders for sale in the manner specified in such Holder(sDemand Notice (a "Series C Demand Registration"). The Requisite Series C Holders shall be entitled to only two (2) Series C Demand Registrations pursuant to this Section 2.1(a)(i); provided, howeverthat, they may only make demand for one such Series C Demand Registration in any twelve month period, unless any of them shall have had any Registrable Securities excluded from a Registration Statement that was filed during such twelve month period; and (xii) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Requisite Series AB Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request may require the Company to register for sale under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated held by the Series AB Holders for sale in the manner specified in such Holder(s)Demand Notice; provided, however, that (i) the estimated fair market value portion of the Registrable Securities requested required to be so registered equals at least 25% of the shares of Common Stock issuable upon conversion of the shares of Series A Preferred Stock and Series B Preferred Stock then outstanding and (ii) the aggregate proceeds from the sale of the shares so registered is at least reasonably expected to exceed $10 million 30,000,000 (or the entire amount of Registrable Securities then owned by the a "Series AB Demand Registration"). The Requisite Series AB Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five entitled to only two (52) Series AB Demand Registrations pursuant to this AgreementSection 2.1(a)(ii); provided, that, they may only make demand for one such Series AB Demand Registration in any twelve month period, unless any of them shall have had any Registrable Securities excluded from a Registration Statement that was filed during such twelve month period; and (iii) following a change in the "Series C Conversion Price" (as that term is defined in the Articles of Amendment), such that additional shares of Common Stock become issuable upon conversion of the outstanding Series C Preferred Stock, the Requisite Series C Holders may require the Company to register for sale under the Securities Act such additional shares of Common Stock (the "Additional Shares"), but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement or such Additional Shares cannot be added by pre-effective amendment to an existing Registration Statement. Such Registration Statement shall include the plan of distribution specified in the Demand Notice delivered by the Requisite Series C Holders pursuant to this Section 2.1(a)(iii). Such Registration Statement also shall cover, to the extent allowable under the Securities Act (including without limitation Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be furnished for review in accordance with Section 2.4(a) prior to its filing or other submission. Notwithstanding anything in this Agreement to the contrary, no demand made pursuant to this Section 2.1(a)(iii) shall be deemed a Series C Demand Registration that reduces the number of such Series C Demand Registrations to which the Series C Holders are entitled hereunder; and (iv) if the Company is then a registrant entitled to use Form S-3 or any successor form thereto to effect the distribution of such Registrable Securities for public sale or re-sale (as the case may be), (aa) the Requisite Series C Holders may require the Company to register for sale or re-sale under the Securities Act by filing a Registration Statement on Form S-3 or any comparable or successor form thereto for a public offering of all or any portion of the Registrable Securities held by them, or (bb) the Requisite Series AB Holders may require the Company to register for sale or re-sale under the Securities Act by filing a Registration Statement on Form S-3 or any comparable or successor form thereto for a public offering of all or any portion of the of Registrable Securities held by them, in each case, in accordance with the method of disposition specified in the Demand Notice. Whenever the Company is required by this Section 2.1(a)(iv) to effect the registration of Registrable Securities, each of the procedures and requirements of Sections 2.1 and 2.4 shall apply to such registration, and the Company shall cause such Registration Statement to be declared effective within one hundred eighty (180) days after the Company's receipt of the request for such registration. There shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 2.1, and such requests and registrations shall not reduce the number of Series C Demand Registrations or Series AB Demand Registrations, as the case may be, to which the Series C Holders or Series AB Holders, as the case may be, are entitled hereunder. (b) Following receipt of any Demand Notice under this Section 2.1, the Company shall file a Registration Statement including the securities covered by such Demand Notice within thirty (30) days after receipt of such Demand Notice (the "Filing Deadline"), and the Company shall use its best efforts to effect the registration under the Securities Act as soon as practicable, and in any event within one hundred eighty (180) days after receipt of such Demand Notice (the "Effectiveness Deadline"), for public sale or re-sale in accordance with the method of disposition specified in such Demand Notice of the number of Registrable Securities specified in such Demand Notice. If a Registration Statement including the Registrable Securities referenced in the Demand Notice is not (i) filed with the Commission on or prior to the applicable Filing Deadline, or (ii) declared effective by the applicable Effectiveness Deadline, then the Company shall make pro rata payments to each Investor whose securities are to be included in such Registration Statement, as liquidated damages (and not as a penalty, as damages are impossible to forecast or predict and these amounts are deemed reasonable in all respects), in an amount equal to 1.5% of the aggregate Market Price (as defined in the Articles of Amendment) (as of the Filing Deadline) of the Investor's securities to be included in such Registration Statement for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed or declared effective, as the case may be, for which no Registration Statement is filed or has not been declared effective, as the case may be, with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. The amounts payable as liquidated damages pursuant to this Section 2.1(b) shall be payable in lawful money of the United States, and amounts payable as liquidated damages shall be paid within two (2) Business Days of the last day of each such 30-day period during which the Registration Statement should have been filed or been declared effective, as the case may be, for which no Registration Statement was filed or had not yet been declared effective, as the case may be, with respect to the Registrable Securities. (c) If the Initiating Stockholders intend to distribute the Registrable Securities covered by their Demand Notice by means of an underwriting, the Initiating Stockholders shall so advise the Company in their Demand Notice. If the method of disposition is an underwritten public offering, the Initiating Stockholders may designate the managing underwriter of such offering, which designation shall be subject to the Company's approval, not to be unreasonably withheld. The Initiating Stockholders may elect to include in such underwriting all or any part of the Registrable Securities it holds, subject to the limitations required by the managing underwriter as provided for in Section 2.1(d).

Demand Registration. (a) (i) Provided 3.1 At any time following 120 days after the closing of the Company’s IPO, the Initiating Holders may request in writing that all or part of their Investor Registrable Shares shall be registered under the Securities Act. Within 20 days after receipt of any such request, the Company does not have shall give written notice of such request to the Registration Statement filed pursuant other Holders, and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such demand registration (subject to the limitations in Section 2 effective 3.7) and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time provide the Company with written requests for inclusion therein within 20 days after the date that receipt of the Company’s notice. Thereafter, the Company becomes shall effect the registration of all Registrable Shares as to which it has received requests for registration (a registrant under “Demand”) and in connection with the Exchange Act, any Holder or group of Holders holding, in first Demand after the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan Company’s IPO (the “Initial Outstanding AmountFirst Demand”), use its best efforts to have such First Demand effective by the 61st day after the Initiating Holders make such First Demand. 3.2 Notwithstanding the foregoing, the Company shall have the right, exercisable by written notice given the 31st day after such First Demand, to nullify such Demand in order to file a registration statement for the registration of its equity securities for its own account. Subject to the provisions of this Section, 3 no Demand shall be binding on the Company if the Company has filed any registration statement for the registration of its equity securities for its own account within the previous one hundred and eighty (180) days (other than a form S-8 or similar registration for employee shares) or, if not for the Company’s account, within the previous ninety (90) days. 3.3 The Initiating Holders shall have the right to five (5) Demands. Notwithstanding such right, all the Demands made subsequent to the First Demand shall not be binding upon the Company unless Initiating Holders holding in the aggregate at least 10% of the unregistered Series D Investor Registrable Shares, Series E Registrable Shares or Series H Registrable Shares (other than any Holders of Series D Investor Registrable Shares or Series H Investor Registrable Shares who are holding Preferred A, Preferred B or Preferred C Shares or Investor Registrable Shares issued in respect thereof) join in each such Demand. 3.4 Any registration proceeding begun pursuant to Section 3.1 that is subsequently withdrawn at the request of the Initiating Holders (with respect to their Demand) shall count toward the quota of registration statements which the Investor Holders have the right to cause to effect pursuant to Section 3.3; provided further, however, that such withdrawn registration shall not be so counted if such withdrawal is based upon material adverse information relating to the Company (a “Demand Notice”)or its condition, business, prospects or general securities market conditions which is different from that generally known to request the Initiating Holders at the time of their request. In addition, in the event that the Company utilizes its right under Section 3.2 to register file a registration statement for its own account by the 31st day subsequent to the making of the First Demand, such First Demand shall not count toward the quota of registration statements which the Investor Holders have the right to cause to effect pursuant to Section 3.3. Only the Initiating Holders who make a Demand under Section 3.1 shall have the right to withdraw such registration proceedings (with respect to their Demand). 3.5 At any time at least 90 days following the closing of the second of the Demand registrations to occur under Section 3.1, the Initiating Founders may request in writing that all or part of the Founder Registrable Shares shall be registered under the Securities Act. Within 15 days after receipt of any such request, the Company shall give written notice of such request to the other Holders, and shall include in accordance such registration all Registrable Shares held by all such Holders who wish to participate in such demand registration (subject to the limitation below) and provide the Company with written requests for inclusion therein within 20 days after the provisions receipt of the Company’s notice. Thereupon, the Company shall effect the registration of all Registrable Shares as to which it has received requests for registration (subject to the limitation below). Notwithstanding the above, the maximum number of Founder Registrable Shares that may be included in a registration under this Section 3.5 shall be three times the number of Founder Registrable Shares that the Founders would together be entitled under Rule 144 of the Securities Act all or any portion (as currently enacted) to sell during the three month period beginning on the date of the request for registration by the Initiating Founders, assuming that the Founders are “affiliates” at the time of the registration and that the initial minimum holding period for restricted securities under Rule 144 has passed. 3.6 The Company shall not be required to effect more than one (1) registration under Section 3.5, provided, however, that any registration proceeding begun pursuant to Section 3.5 that is subsequently withdrawn at the request of the Initiating Founders shall count toward the one registration statement pursuant to Section 3.5; provided further, however, that such withdrawn registration 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 Initiating Founders at the time of their request. Only the Initiating Founders shall have the right to withdraw a registration proceeding under Section 3.5. 3.7 Notwithstanding any other provision of this Section 3, in the event of a Demand, if the managing underwriter advises the Holders in writing that in the managing underwriter’s opinion the number of securities requested to be included in a registration exceeds the number that can be sold in such offering without adversely affecting such underwriter’s ability to effect an orderly distribution of such securities, the Company will include in such registration: 3.7.1 first, the number of Investor Registrable Securities designated Shares requested to be included that, in the opinion of such underwriters, can be sold, provided that if, in the opinion of the managing underwriter, less than all Investor Registrable Shares requested to be included can be included in such Demand registration, then allocation among the Investor Holders shall be made pro rata among the Investor Holders participating in such Demand on the basis of the number of Investor Registrable Shares then held by each Investor Holder seeking to participate in such Holder(s)Demand; 3.7.2 second, the number of Founder Registrable Shares requested to be included that, in the opinion of such underwriters, can be sold, provided, that if, in the opinion of the managing underwriter, less than all of the Founder Registrable Shares requested to be included can be included in such registration, then such allocation shall be made pro rata, among the holders of such securities on the basis of the number of Founder Registrable Shares then held by each holder of Founder Registrable Shares seeking to participate in such Demand; provided, however, that (x) the estimated fair market value of the in any event, all Investor Registrable Securities Shares that have been requested to be registered is equal included in such registration must be included in such registration prior to any other shares of the Company. The Company shall not register securities for sale for its own account in any registration requested pursuant to this Section 3 unless permitted to do so by the written consent of Investor Holders who hold at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value 75% of the remaining Investor Registrable Securities is less than $10 million), and (y) prior Shares as to the time the Company is eligible to use Form S-3 for the which registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant has been requested. 3.8 Subject to the provisions of this Section 3(a)(i3.2, the Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) unless any Demand Registration does not to be initiated after a registration requested pursuant to Section 3 and to become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations 90 days after the effective date of any registration requested pursuant to this AgreementSection 3.

Demand Registration. (a) (i) Provided that Subject to the Company does not have provisions of the Registration Statement filed pursuant to Stockholders Agreement and this Section 2 effective 3, KKR Holders which, individually or in the aggregate, at the time of the request provided for below, hold at least 10% of the Issuer’s issued and usable to such Holder or group of Holders requesting a Demand Registration under this Sectionoutstanding Common Stock, may, at any time after the date that the Company becomes and from time to time, make a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given request to the Company (a “Demand Notice”)Issuer for registration, to request on the Company to register appropriate registration form, as provide by Section 3(d) below, under and in accordance with the provisions of the Securities Act Act, of all or any portion part of the Registrable Securities designated then held by such Holder(s); providedKKR Holders. Subject to the provisions of the Stockholders Agreement and this Section 3, however, that upon the earlier to occur of (xi) the estimated fair market value closing of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)Issuer IPO, and (yii) prior to the time fifth anniversary of the Company is eligible to use Form S-3 for the registration of Registrable Securities for resaleClosing Date, such Holder(s)Trimaran Holders, which, individually or in the aggregate, shall only be entitled at the time of the request provided for below, hold at least 10% of the Issuer’s issued and outstanding Common Stock, may, at any time and from time to one Demand Registration per calendar year pursuant time, make a written request to the provisions of this Issuer for registration on the appropriate registration form, as provide by Section 3(a)(i3(d) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c)below, in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act Act, of all or any portion part of the Registrable Securities designated then held by such Holder(sTrimaran Holders. (b) Promptly upon receipt of any such request contemplated by this Section 3(a) (but in no event more than five business days thereafter); provided, howeverthe Issuer will serve written notice (the “Demand Notice”) of such registration request to all Holders (including Minority Stockholders and Management Holders deemed Holders pursuant to Section 11 hereof), that and the estimated fair market value of the Issuer will include in such registration all Registrable Securities requested of any such Holder with respect to be registered is at least $which the Issuer has received written requests for inclusion therein within 10 million (or days after the entire Demand Notice has been given to the applicable Holders. All requests made pursuant to this Section 3 will specify the aggregate amount of Registrable Securities then owned by to be registered and will also specify the Holders if the estimated fair market value intended methods of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementdisposition thereof.

Demand Registration. (a) (i) Provided that the Company does The Holder(s) of not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten less than thirty percent (1030%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the rightright at any time, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one two (2) Demand Registration per calendar year Registrations pursuant to the provisions of this Section 3(a)(i2(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c2(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following Notwithstanding anything to the contrary, following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amountoutstanding Registrable Securities, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s). (ii) Upon receipt of a Demand Notice, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice) notify the other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Securities held by them in the proposed registration by submitting their own Demand Notice. In connection with any Demand Registration in which more than one Holder participates, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders holding Registrable Securities to be included in such offering that the total number of Registrable Securities to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Securities to be sold), then the Registrable Securities to be offered shall be distributed amongst the participating Holders pro rata according to each Holder’s overall percentage of ownership in the Company. In the event of such a pro-rata distribution, to the extent that any Holder has not submitted a Demand Notice, or withdraws from the underwriting, then those Shares that would have been allocated pro-rata to the non-participating Holders if they had participated shall be distributed amongst the participating Holders pro rata according to each participating Holder’s overall percentage of ownership in the Company. (b) The Company, within sixty (60) days of the date on which the Company receives a Demand Notice given by Holder(s) in accordance with Section 2(a), 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, in accordance with the intended method or methods of distribution, of the total number of Registrable Securities specified by the Holder(s) in such Demand Notice (a “Demand Registration”). Any Demand Registration may, at the request of the Holder(s) submitting the Demand Notice, be a Shelf Registration. (c) The Company shall use commercially reasonable efforts to keep each Registration Statement filed pursuant to this Section 2 continuously effective and usable for the resale of the Registrable Securities covered thereby (i) in the case of a Registration that is not a Shelf Registration, for a period of one hundred eighty (180) days from the date on which the SEC declares such Registration Statement effective and (ii) in the case of a Shelf Registration, for a period of three (3) years from the date on which the SEC declares such Registration Statement effective, in either case (x) until such earlier date as all of the Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement, and (y) as such period may be extended pursuant to this Section 2. The time period for which the Company is required to maintain the effectiveness of any Registration Statement shall be extended by the aggregate number of days of all Delay Periods, and all Interruption Periods occurring with respect to such Registration and such period and any extension thereof is hereinafter referred to as the “Effectiveness Period”. (d) The Company shall be entitled to postpone the filing of any Registration Statement pursuant to this Section 2 or suspend the use of any effective Registration Statement under this Section 2 (i) during any Scheduled Black-out Periods or (ii) as otherwise required by the Company, for a reasonable period (each, a “Delay Period”), if, in the case of clause (ii), the Board of Directors of the Company determines in good faith and in the Board of Directors’ reasonable judgment that the registration and distribution of the Registrable Securities covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the relevant Holder(s) written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the period of the anticipated delay; provided, however, that that, in the estimated fair market value case of clause (ii) above, (i) the aggregate number of days included in all Delay Periods (other than any Scheduled Black-out Periods) during any consecutive twelve (12) months shall not exceed the aggregate of (x) ninety (90) days minus (y) the number of days occurring during all Interruption Periods during such consecutive twelve (12) months and (ii) a period of at least forty-five (45) days shall elapse between the termination of any Delay Period (other than any Scheduled Black-out Period) or Interruption Period and the commencement of the immediately succeeding Delay Period (other than any Scheduled Black-out Period). If the Company shall so postpone the filing of a Registration Statement, the Holders holding Registrable Securities to be registered shall have the right to withdraw the request for registration by giving written notice from the Holders of a majority of the Registrable Securities requested that were to be registered is at least $10 million to the Company within forty-five (or 45) days after receipt of the entire amount notice of postponement or, if earlier, the termination of such Delay Period (other than any Scheduled Black-out Period) and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of requests for registration to which the Holders holding Registrable Securities then owned are entitled pursuant to this Section 2. The Company shall not be entitled to initiate or continue a Delay Period unless it shall (A) concurrently prohibit sales by all other security holders under registration statements covering securities held by such other security holders and (B) in accordance with the Company’s policies from time to time in effect, forbid purchases and sales in the open market by directors and executive officers of the Company. (e) The Company shall not include any securities (whether for its own account or otherwise) that are not Registrable Securities in any Registration Statement filed pursuant to this Section 2 without the prior written consent of the Holders if the estimated fair market value holding a majority in number of the remaining Registrable Securities is less than $10 millioncovered by such Registration Statement (which consent shall not be unreasonably withheld). Any such securities so included shall be subject to the cut-back provisions of Section 2(a)(ii). (f) Holders holding a majority in number of the Registrable Securities to be included in a Registration Statement pursuant to this Section 2 may, at any time prior to the effective date of the Registration Statement relating to such Registration, revoke such request by providing a written notice to the Company revoking such request. Any such Demand Notice so withdrawn shall not be counted for purposes of determining the number of requests for registration to which the Holders holding Registrable Securities are entitled pursuant to this Section 2 but only to the extent the Holders holding Registrable Securities who revoked such request reimburse the Company for all its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement; provided, however, that there that, if such revocation was based on (i) the Company’s failure to comply in any material respect with its obligations hereunder or (ii) the institution by the Company of a Delay Period or the occurrence of any Interruption Period, such reimbursement shall not be no more than five (5) Demand Registrations pursuant to this Agreementrequired.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after the earlier of November 24, 2002 or the date that on which the Company becomes a registrant under subject to Section 13 or Section 15(d) of the Exchange Act, any Holder or group of (A) the Majority Series A Holders holding, in the aggregate, ten and (B) Series C Holders holding at least thirty percent (1030%) or more of the Registrable Securities issued and outstanding immediately following the effective date held by Series C Holders as of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to such time may each request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated held by such Holder(s); providedrequesting Holders in the manner specified in such request, howeverand upon receipt of such request the Company shall promptly deliver notice of such request to all Series A Holders and Series C Holders, that who shall then have twenty (x20) days to notify the estimated fair market value Company in writing of the Registrable Securities requested their desire to be registered is equal included in such registration. The Company will use its best efforts to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for expeditiously effect the registration of all Registrable Securities that Series A Holders and Series C Holders request to be included in such registration under the Securities Act, but only to the extent provided for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the following provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Agreement; provided, however, that the estimated fair market value Company shall not be required to effect registration pursuant to a request under this Section 2(a) more than one (1) time for the Series A Holders and one (1) time for the Series C Holders; and provided further, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 unless the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within 180 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 3 or 10 and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. Neither the Company nor any Person that is not a Series A Holder or Series C Holder shall participate in any registration requested pursuant to this Section 2 unless the Majority Series A Holders (if Series A Holders are participating in such registration) and the Majority Series C Holders (if Series C Holders are participating in such registration) otherwise agree. (b) Whenever a requested registration pursuant to Section 2(a) is for an underwritten offering, only Registrable Securities which are to be included in the underwriting may be included in the registration. If the managing underwriter of such offering determines in good faith that the number of Registrable Securities so included which are to be sold by the holders of the Registrable Securities requested should be limited due to market conditions, then the Series A Holders and Series C Holders participating in such underwriting and registration shall share pro rata in the number of such Registrable Securities --- ---- being underwritten and registered for their account, such sharing to be registered based on the number of all Registrable Securities held by such holders, respectively. Whenever a requested registration pursuant to Section 2(a) is for an underwritten public offering, the Company, subject to the approval of (A) the Majority Series A Holders, if such registration was requested by the Majority Series A Holders, or (B) the Majority Series C Holders, if such registration was requested by the Majority Series C Holders (which approval, in either case, will not be unreasonably withheld or delayed), may designate the managing underwriter(s) of such offering. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Commission is applicable) to become effective less than 90 days after the effective date of any registration required pursuant to this Section 2. (c) If at least $10 million the time of any request to register Registrable Securities pursuant to Section 2(a) the Company is preparing or within thirty (30) days thereafter commences to prepare a registration statement for a public offering (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Commission is applicable) which in fact is filed and becomes effective within ninety (90) days after the request, or is engaged in any activity which, in the good faith determination of the Company's board of directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of four months from the effective date of such offering or the entire amount date of commencement of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any two year period. Nothing in this Section 2(c) shall preclude a holder of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementfrom enjoying registration rights which it might otherwise possess under Section 3 hereof.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after the date that is 180 days after the Company becomes a registrant Closing, the Investor may request registration under the Exchange ActSecurities Act of all of its Registrable Securities then held on a Form S-1 or Form S-3 registration statement (or any successor to each such form) (or, any Holder if Form S-1 or group Form S-3 is not then available, on such form of Holders holding, in the aggregate, ten percent (10%) or more registration statement as is then available to effect a registration of the Registrable Securities issued and outstanding immediately following the effective date of the Plan pursuant to this subsection (the “Initial Outstanding Amount”b)(i), shall have the right, by written notice given to the Company ) (each a “Demand NoticeRegistration”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of a Demand Registration request, to request the Company shall cause a Registration Statement to register under and in accordance with be filed within forty-five (45) days after the provisions of date on which such request was received by the Securities Act all or any portion of Company. The Company shall not be required to effect a Demand Registration (A) more than two (2) times for the Registrable Securities designated by such Holder(s)Investor; provided, however, that a Registration Statement shall not count as a Demand Registration requested under this subsection (b)(i)(A) unless and until it has become effective, or (B) if the Company furnishes to the Investor a certificate signed by an authorized officer of the Company stating that (a) within sixty (60) days of receipt of the Demand Registration request under this subsection (b)(i), the Company expects to file a registration statement for the public offering of securities for the account of the Company (other than a registration of securities (x) the estimated fair market value of the Registrable Securities requested issuable pursuant to be registered is equal to at least $10 million (an employee stock option, stock purchase or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)similar plan, and (y) prior issuable pursuant to a merger, exchange offer or a transaction of the time type specified in Rule 145(a) under the Securities Act or (z) in which the only securities being registered are securities issuable upon conversion of debt securities which are also being registered), provided, that the Company is eligible actively employing good faith efforts to use Form S-3 for cause such registration statement to become effective, or (b) the registration Company is engaged in a material transaction or has an undisclosed material corporate development, in either case, which would be required to be disclosed in the Registration Statement, and in the good faith judgment of Registrable Securities for resalethe Company’s Board of Directors, such Holder(s), in the aggregate, shall only disclosure would be entitled to one Demand Registration per calendar year pursuant materially detrimental to the provisions Company and its stockholders at such time (in which case, the Company shall disclose the matter as promptly as reasonably practicable and thereafter file the Registration Statement, and the Investor agrees not to disclose any information about such material transaction to third parties until such disclosure has occurred or such information has entered the public domain other than through breach of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned provision by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 millionInvestor), provided, however, that there the Company shall be no more than five (5) Demand Registrations have the right to defer the filing of the Registration Statement pursuant to this Agreementsubsection twice in any twelve (12) month period and any such deferral may not exceed a period of more than sixty (60) days in the aggregate during such twelve-month period. (ii) If the Investor requests a Demand Registration and elects to distribute the Registrable Securities covered by its request in an underwritten offering, the Investor shall so advise the Company as a part of its request made pursuant to subsection (b)(i). The Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering; provided, however, that such selection shall be subject to the consent of the Investor, which consent shall not be unreasonably withheld, delayed or conditioned.

Demand Registration. (a) (i) Provided that the The Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting may include in a Demand Registration under this Section, at any time after Registrable Securities for the date that account of the Demanding Holders and shares of Common Stock for the account of the Company becomes a registrant under or other stockholders exercising contractual piggy-back registration rights, on the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of same terms and conditions as the Registrable Securities issued and outstanding immediately following are included therein for the effective date account of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Demanding Holders; provided, however, that (xi) if the estimated fair market value managing underwriter(s) of any underwritten offering that is the subject of such Demand Registration have informed the Company in writing that in their opinion the total number of securities that the Demanding Holders, the Company and any other stockholders intend to include in such offering exceeds the number which can be sold in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included therein, then (x) the number of Shares to be offered for the account of any stockholders other than the Demanding Holders shall be reduced (to zero, if necessary) pro rata in proportion to the respective number of Shares requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)such stockholders, and (y) prior thereafter, if necessary, the number of Shares to be offered for the account of the Company shall be reduced (to zero, if necessary), to the time extent necessary to reduce the total number of Shares requested to be included in such offering to the number of Shares, if any, recommended by such managing underwriter(s) (and if the number of Shares to be offered for the account of stockholders other than the Demanding Holders and for the account of the Company is eligible has been reduced to use Form S-3 zero, and the number of Shares requested to be included in such offering by the Demanding Holders exceeds the number of Shares recommended by such managing underwriter(s), then the number of Shares to be offered for the registration account of Registrable Securities for resale, such Holder(s), the Demanding Holders shall be reduced pro rata in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant proportion to the provisions respective number of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities Shares requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders Demanding Holders) and (ii) if the estimated fair market value offering that is the subject of such Demand Registration is not underwritten, only Demanding Holders, and no other party (including the Company), shall be permitted to include securities in such Demand Registration unless the Demanding Holders owning a majority of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Shares included in such Demand Registrations pursuant Registration consent in writing to this Agreementthe inclusion of such securities therein.

Demand Registration. (a) Subject to the conditions and limitations hereinafter set forth in this Section 2.1, each of the Shareholders may request in writing that the Company effect the registration under the Securities Act of all or part of such Shareholder's Registrable Securities specifying in the request the number and type of Registrable Securities to be registered by such Shareholder and the intended method of disposition thereof (such notice is hereinafter referred to as a "Shareholder Request"). A registration requested pursuant to this Section 2.1(a) is referred to herein as a "Demand Registration." Each Shareholder may request one (or, if Apollo, two) such Demand Registration to be a shelf registration pursuant to Rule 415 of the Securities Act, with such registration statement to remain effective for two years; provided that (i) Provided any such demand shall require the approval of the Board of Directors, unless at the time of such demand, the Company Common Stock is listed on a na tional stock exchange or quoted on the Nasdaq National Market and has a public float of $100 million or more, and (ii) the existence of such registration shall not affect the Shareholder's obligations under Sections 2.3(e) and (h). Upon receipt of such Shareholder Request, the Company will promptly give written notice of such requested Demand Registration to all other holders of Registrable Securities, which other holders shall have the right (subject to the limitations set forth in Section 2.1(f) hereof) to include the Registrable Securities held by them in such registration and thereupon the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of the following: (i) the Registrable Securities that the Company does not have the Registration Statement filed pursuant has been so requested to Section 2 effective and usable to register by such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date Shareholder; and (ii) all other Registrable Securities that the Company becomes a registrant under has been requested to register by any other holder thereof by written request given to the Exchange ActCompany within 10 calendar days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), any Holder or group of Holders holding, all to the extent necessary to permit the disposition (in accordance with the aggregate, ten percent (10%intended methods thereof as aforesaid) or more of the Registrable Securities issued so to be registered. (b) Subject to the proviso set forth in Section 2.1(e) hereof, (i) the Company shall not be obligated to effect more than (A) four Demand Registrations pursuant to this Section 2.1 at the request of Apollo and (B) two Demand Registrations pursuant to this Section 2.1 at the request of Interpool or Atlas and (ii) the Company shall not be obligated to file a registration statement under Section 2.1(a) hereof unless the Company shall have received requests for such registration with respect to at least 5% of the outstanding immediately following shares of Common Stock. In addition, neither Interpool nor Atlas may exercise its rights under this section to the extent transfers are prohibited under the Shareholders' Agreement, dated as of June 18, 1998, among Interpool, Atlas, Apollo, and such other persons to become parties to such agreement as described therein. (c) The Company shall not be obligated to file a registration statement relating to any Shareholder Request under Section 2.1(a) hereof within a period of 6 months after the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, any other registration statement filed by written notice given to the Company with the Commission. (d) In connection with any offering pursuant to this Section 2.1, the only shares that may be included in such offering are (i) Registrable Securities and (ii) shares of authorized but unissued Common Stock that the Company elects to include in such offering ("Company Securities"). (e) If the Board of Directors of the Company makes a “Demand Notice”)good faith determination, certified by the Chief Executive Officer of the Company, that (i) the filing of a registration statement or the compliance by the Company with its disclosure obligations in connection with a registration statement would require the disclosure of material information that the Company has a bona ---- fide business purpose for preserving as confidential or (ii) such registration ---- would be likely to request have an adverse affect on any proposal or plan by the Company to register under and engage in accordance with any financing transaction, acquisition of assets (other than in the provisions ordinary course of the Securities Act all business) or any portion merger, consolidation, tender offer or similar transaction, the Company may delay the filing of a registration statement and shall not be required to maintain the effectiveness thereof or amend or supplement a registra tion statement for a period expiring upon the earlier to occur of (A) the date on which such material information is disclosed to the public or ceases to be material, in the case of clause (i), (B) the date on which such transaction is completed or abandoned, in the case of clause (ii), or (C) 120 days after the Company makes such good faith determination, in the case of either clauses (i) or (ii); provided that in such event, the holders of --------- Registrable Securities designated by initiating the request for such Holder(s); providedregistration will be entitled to withdraw such request, howeverand if such request is withdrawn such registration will not count as the permitted registration under this Section 2.1 in such event or in any other event, if in the case of any other event, such holder reimburses the Company for all Registration Expenses relating to such withdrawn registration. (f) If, in connection with any Underwritten Offering, the managing underwriter shall advise the Company and any holder of Registrable Securities that (x) has requested registration that, in its judgment, the estimated fair number of securities proposed to be included in such offering should be limited due to market value conditions, the Company will so advise each holder of Registrable Securities that has requested registration, and shares shall be excluded from such offering in the following order until such limitation has been met: First, ----- the Registrable Securities requested to be registered is equal included by the Company shall be excluded until all such Registrable Securities shall have been so excluded; and thereafter, the Registrable Securities requested to at least $10 million (be included in such offering ---------- pursuant to Section 2.1(a)(i) hereof by the Shareholder making such request or pursuant to Section 2.1(a)(ii) hereof by other Shareholders shall be excluded pro rata, based on the entire amount respective number of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior as to the time the Company is eligible to use Form S-3 for the which registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated has been so requested by such Holder(s); Shareholders, provided, however, that the estimated fair market value Shareholder making such request pursuant to Section 2.1(a)(ii) hereof shall not be entitled to so register a number of the Registrable Securities requested shares greater in proportion to be registered is at least $10 million (or the entire amount its total ownership of Registrable Securities then owned than the proportion of shares of Registrable Securities being registered by the Holders Shareholder requesting registration pursuant to Section 2.1(a)(i) in relation to that Shareholder's total ownership of Registrable Securities. (g) A registration requested pursuant to Section 2.1(a) hereof will not be deemed to have been effected unless it has become effective; provided, that if -------- after it has become effective, the estimated fair market value offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the remaining Registrable Securities is less than $10 million)Commission or other governmental agency or court, such registration will be deemed not to have been effected. (h) If a Shareholder making a Shareholder Request specifies in the Shareholder Request an Underwritten Offering, such Shareholder shall have the right, with the approval of the Company, which approval shall not be unreasonably withheld, to select the managing underwriter; provided, however, in -------- ------- the event that there the Company has elected to include Company Securities in such offering, the Company shall have the right, with the approval of a majority of the holders of Registrable Securities that have requested to be no more than five included in such offering, which approval shall not be unreasonably withheld, to select the managing underwriter. (5i) The Company will pay all Registration Expenses incurred in connection with any Demand Registrations Registration effected by it pursuant to this AgreementSection 2.1.

Demand Registration. (a) (i) Provided Subject to Section 10, if the Company shall receive from the Investor a written request that the Company does not have effect any registration with respect to any outstanding Registrable Securities held by the Registration Statement filed pursuant Investor, the Company shall as soon as practicable use its best efforts to Section 2 effective and usable register all Registrable Securities which the Investor requests to such Holder or group of Holders requesting a Demand Registration under this Sectionbe registered; provided, at any time after the date that the Company becomes shall not be obligated to file a registrant under registration statement pursuant to this Section 2: (A) prior to the Exchange Act, any Holder or group twelve-month anniversary of Holders holding, the Initial Public Offering; (B) which would result in the aggregate, ten percent (10%) or more registration of a greater number of the Registrable Securities issued and outstanding immediately 10% Option Shares than the Investor would then be able to sell within a three-month period pursuant to Rule 144; (C) within 90 days following the effective date of any registered offering of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given Company's securities to the Company general public; (a “Demand Notice”)D) if, at the time of such request, the Investor is able to request the Company immediately dispose of all of its Registrable Securities pursuant to register under and in accordance with the provisions of Rule 144; (E) if the Securities Act all Company has effected such a registration within the previous nine-month period; or (F) after the Company has effected five such registrations pursuant to this Section 2 and such registrations have been declared or any portion of ordered effective. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities designated so requested to be registered as soon as practical, but in any event within thirty (30) days (ninety (90) days in the event the Company is not eligible to use Form S-3 or any successor form thereto) after receipt of the request of the Investor and shall use reasonable best efforts to have such registration statement declared effective by such Holder(s)the Commission within thirty (30) days (ninety (90) days in the event the Company is not eligible to use Form S-3 or any successor form thereto) after filing whether or not all Registrable Securities requested to be registered can be included; provided, however, that if the Company shall furnish to the Investor a certificate signed by the President of the Company stating that in the good- faith judgment of the Board of Directors it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed within such thirty-day (x30-day) or ninety-day (90-day) period, as applicable, and it is therefore essential to defer the estimated fair market value filing of such registration statement, the Company shall have an additional period of not more than ninety (90) days after the expiration of the initial period within which to file such registration statement; provided, that during such time the Company may not file a registration statement for securities to be issued and sold for its own account. (b) If the Investor intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request. In such event or if an underwriting is required by subsection 2(c), if so requested in writing by the Company, the Investor shall negotiate with an underwriter selected by the Investor with the consent of the Company (such consent not to be registered is equal unreasonably withheld) with regard to at least $10 million (the underwriting of such requested registration. The Company and the Investor shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2, if the entire amount managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, the Company shall so advise the Investor, and the number of shares of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for that may be included in the registration of Registrable Securities for resale, such Holder(s), in the aggregate, and underwriting shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)reduced accordingly; provided, however, -------- that securities of other holders to be included in such registration statement as a result of piggyback registration rights as well as any securities to be offered by the estimated fair market value Company, its officers and employees shall be excluded from the registration statement prior to the exclusion of any Registrable Securities held by the Investor. Any Registrable Securities which are excluded from the underwriting by reason of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there underwriter's marketing limitation shall be no more than five (5) Demand Registrations pursuant to this Agreementwithdrawn from such registration.

Demand Registration. (a) (i) Provided that Subject to the Company does not have the Registration Statement filed pursuant to conditions of this Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section2.2, if at any time after the earlier of (i) two (2) years after the date of this Agreement or (ii) six (6) months following the closing date of the Initial Offering, the Company shall receive a written request from the Initiating Holders or the Initiating Preferred F Holder(s) that the Company becomes file a registrant registration statement under the Exchange Act, any Holder Securities Act covering the registration of all or group of Holders holding, in the aggregate, ten percent (10%) or more a portion of the Registrable Securities issued having an aggregate proposed offering price to the public (net of underwriters’ discounts or commissions) of at least five million dollars ($5,000,000) (a “Qualified Public Offering”), then the Company shall, within ten (10) business days of the receipt thereof, give written notice of such request to all Holders, other than the Applicable Initiating Holders, and outstanding immediately subject to the limitations of this Section 2.2, use commercially reasonable efforts to effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Applicable Initiating Holders request to be registered and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Applicable Initiating Holder’s or Applicable Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 2.2(a). (b) If the Applicable Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by such Holder and the Applicable Initiating Holders holding a majority of the Registrable Securities requested by such Applicable Initiating Holders to be registered) to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Applicable Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated first to such Holders of Preferred F Registrable Securities, on a pro rata basis based on the number of Preferred F Registrable Securities requested to be registered by all such Holders (including the Initiating Preferred F Holder(s)) and, second to the Holders of such Registrable Securities other than the Preferred F Registrable Securities, on a pro rata basis based on the number of Registrable Securities other than the Preferred F Registrable Securities requested to be registered by all such Holders (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the forgoing, the Company shall not be required to effect a registration pursuant to this Section 2.2: (i) prior to the earliest of (A) the date that is six (6) months following the closing date of the Initial Offering, (B) the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering, and (C) the date that is two (2) years after the date hereof; (ii) with respect to a request by Initiating Holders, after the Company has effected one (1) registration pursuant to this Section 2.2, and such registration has been declared or ordered effective; provided, however, that all Registrable Securities requested to be registered were registered in the registration; and with respect to a request by Initiating Preferred F Holders, after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registration has been declared or ordered effective; provided, however, that, with respect to each registration, all Registrable Securities requested to be registered were registered in the registration; (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the Plan registration statement pertaining to the Initial Offering (the “Initial Outstanding Amount”or such longer period as may be determined pursuant to Section 2.11 hereof), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities if requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time managing underwriter; provided that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right makes commercially reasonable good faith efforts to request the Company cause such registration statement to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement.become effective;

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from (x) beginning on the earlier of (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time five (5) years after the date that of this Agreement and (ii) six (6) months after the Company becomes a registrant under Company’s Initial Offering, the Exchange Act, any Holder or group Holders of Holders holding, in the aggregate, ten at least sixty-five percent (1065%) or more of the Registrable Securities issued and then outstanding immediately following the effective date of the Plan (the “Preferred Initiating Holders”) or (y) beginning six (6) months after the Company’s Initial Outstanding AmountOffering, Carlyle or any of its Affiliates holding Registrable Securities (the “Carlyle Initiating Holders” and, together with the Preferred Initiating Holders, the “Initiating Holders”), shall have the rightin each case, by written notice given to that the Company (file a “Demand Notice”), to request the Company to register registration statement under and in accordance with the provisions of the Securities Act for an underwritten public offering with an anticipated aggregate offering price in excess of $50,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) All Holders proposing to distribute their securities pursuant to a registration under this Section 2.2 shall enter into an underwriting agreement in customary form with the underwriter or any portion underwriters selected for such underwriting by (i) the Holders of a majority of the Registrable Securities designated held by all Preferred Initiating Holders or (ii) the Carlyle Initiating Holders, as applicable (which underwriter or underwriters, in each case, shall be reasonably acceptable to the Company). The right of any Holder to include its Registrable Securities shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein (unless otherwise mutually agreed by such Holder(s); provided, however, that Holder and (x) the estimated fair market value Holders of a majority of the Registrable Securities held by all Preferred Initiating Holders or (y) the Carlyle Initiating Holders, as applicable, with respect to such participation and inclusion). If a person who has requested inclusion in such registration as provided in Section 2.2(a) does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the applicable Initiating Holders. Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be registered is equal to at least $10 million underwritten (or including Registrable Securities) then the entire amount Company shall so advise all Holders of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)that would otherwise be underwritten pursuant hereto, and (yA) prior in the case of a registration requested by the Preferred Initiating Holders, the number of shares that may be included in the underwriting shall be allocated to the time Holders of such Registrable Securities on a pro rata basis based on the Company is eligible to use Form S-3 for the registration number of Registrable Securities for resale, held by all such Holder(s), Holders (including the Initiating Holders) or in such other proportion as shall be agreed by all holders of Registrable Securities participating in the aggregateunderwriting and (B) in the case of a registration requested by the Carlyle Initiating Holders, the number of shares that may be included in the underwriting shall only be entitled to one Demand Registration per calendar year pursuant allocated first to the provisions Carlyle Initiating Holders and then to the Holders of this Section 3(a)(isuch Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (excluding the Carlyle Initiating Holders) unless any Demand Registration does not become effective or is not maintained in effect for such other proportion as shall be agreed by the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use Carlyle Initiating Holders and all other holders of Form S-3 (or any successor form), any Holder or group of Holders holding, Registrable Securities participating in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)underwriting; provided, however, that the estimated fair market value number of the Registrable Securities requested to be registered is at least $10 million (or the entire amount shares of Registrable Securities then to be included in such underwriting and registration shall not be reduced unless all other securities of the Company not included in the request by the Initiating Holders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. For purposes of the provision in this Section 2.2(b) concerning apportionment, for any Holder that is a partnership, limited liability company, or corporation, the partners, retired partners, members, retired members, stockholders, and Affiliates of such Holder, or the estates and immediate family members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “Holder”, and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate number of Registrable Securities owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)all Persons included in such “Holder”, provided, however, that there as defined in this sentence. (c) The Company shall not be no more than five (5) Demand Registrations required to effect a registration pursuant to this AgreementSection 2.2: (i) after the Company has effected (x) two (2) registrations pursuant to this Section 2.2 at the request of the Preferred Initiating Holders and (y) two (2) registrations pursuant to this Section 2.2 at the request of the Carlyle Initiating Holders, and such registrations have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration); (ii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of a registration statement pertaining to a public offering subject to Section 2.3, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iii) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering subject to Section 2.3, other than pursuant to a Special Registration Statement within ninety (90) days of the Company’s giving such notice; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event 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 of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; and provided, further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than pursuant to a Special Registration Statement); (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 2.4 below; or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after 180 days after the date that IPO each of (1) the Riverwood Entities (acting as a group), (2) the FTV Entities (acting as a group), (3) WPP and (4) the Founders (acting as a group) (such Shareholders identified in clauses (1) through (4), the “Registration Rights Holders”) may each notify the Company becomes a registrant under the Exchange Act, any Holder that they intend to offer or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given cause to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act be offered for public sale all or any portion of the their Registrable Securities designated by in the manner specified in such Holder(srequest (the “Demand Request”); provided. In addition, however, that (x) the estimated fair market value any two of the Registration Rights Holders, acting together, may notify the Company of one additional Demand Request. No later than twenty (20) days after receipt of such Demand Request, the Company shall promptly deliver notice of such request to all other Shareholders holding Registrable Securities requested who shall then have thirty (30) days to notify the Company in writing of their desire to be registered is equal included in such registration. If the Demand Request contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to at least $10 million (or participate in such registration shall be conditioned upon such Person’s participation in such underwritten public offering and the entire amount inclusion of such Person’s Registrable Securities then owned by in the Holders if underwritten public offering to the estimated fair market value extent provided herein. The Company will use its commercially reasonable efforts to expeditiously effect (but in any event no later than 180 days after the receipt of the remaining Registrable Securities is less than $10 million), and (yDemand Request) prior to the time the Company is eligible to use Form S-3 for the registration of all Registrable Securities for resalewhose holders request participation in such registration under the Securities Act, such Holder(s), in the aggregate, shall but only be entitled to one Demand Registration per calendar year pursuant to the provisions of extent provided for in this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)2.1; provided, however, that the estimated fair market value Company shall not be required to effect registrations pursuant to a request under this Section 2.1 more than five times, one by each of (1) the Riverwood Entities (acting as a group), (2) the FTV Entities (acting as a group), (3) WPP and (4) the Founders (acting as a group) and one by any two of (1) the Riverwood Entities (acting as a group), (2) the FTV Entities (acting as a group), (3) WPP and (4) the Founders (acting as a group). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within one hundred and twenty (120) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering (subsequent to the IPO) in which the holders of Registrable Securities shall have been entitled to join and in which there shall have been effectively registered a majority of the Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this Section 2.1(a) unless and until the registration statement relating to be registered is at least $10 million (or the entire amount of Registrable Securities then owned such registration has been declared effective by the Holders if Commission at the estimated fair market value request of the remaining Registrable Securities is less than $10 million), initiating Shareholders; provided, however, that there 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 2.1(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 2.1(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 no more 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) securities to be registered by the Company pursuant to such registration statement shall be the first to be reduced or excluded, (ii) Registrable Securities of Shareholders requesting to have their securities included in the demand registration statement filed by the Company in compliance with the Demand Request shall be the second to be reduced or excluded, and (iii) Registrable Securities of the Shareholders initiating the Demand Request shall be the last to be reduced or excluded. If there is a reduction of the number of Registrable Securities pursuant to clause (iii), such reduction shall be made in proportion (as nearly as practicable) to the number of Registrable Securities owned by the Shareholders initiating the Demand Request, and, if such reduction exceeds 25% of the Registrable Securities of Shareholders requested to be included in such offering, then the registration shall not cause a reduction in the number of demand registrations permitted under Section 2.1(a). (c) With respect to a request for registration pursuant to Section 2.1(a) which is for an underwritten public offering, the managing underwriter shall be chosen by the majority of the Registration Rights Holder(s) that made the Demand Request. The Company may not cause any other registration of securities for sale for its own account (other than five a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) to become effective within one hundred and twenty (5120) Demand Registrations days following the effective date of any registration required pursuant to this AgreementSection 2.1. (d) The Company will not be obliged to effect any demand registration when (i) the request for registration does not cover that number of common shares with an anticipated gross offering price of at least $10,000,000, or (ii) the amount of common shares to be sold in such registration represents more than 15% of the Company’s share capital.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), HEI shall have the right, on not more than four occasions in the aggregate, and no more frequently than once during any six-month period, and (ii) the Minority Stockholders as a group shall have the right (though such right need not be jointly exercised by written notice given to the Company (a “Demand Notice”Minority Stockholders), on not more than two occasions in the aggregate (it being understood and agreed that two or more Minority Stockholders may make joint Demands hereunder or any Minority Stockholder may join in a Demand made by any other Minority Stockholder, and any such joint Demand or joining in of a Demand shall be deemed to request be a single Demand for all purposes hereof), and no more frequently than once during any six-month period, to require the Company to register for offer and sale under and in accordance with the provisions of the Securities Act (a "Demand") all or any a portion of the Registrable Securities designated held by such Holder(s)Stockholder, subject to the restrictions set forth herein; provided, however, provided that (x) the estimated fair market value of no Stockholder shall be entitled to make a Demand hereunder unless the Registrable Securities requested subject to be registered is equal to such Demand represent at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value 7% of the remaining Registrable Securities is less than $10 millionaggregate shares of Company Common Stock then issued and outstanding. As promptly as practicable after the Company receives from a Stockholder (the "Demanding Stockholder") a notice pursuant to this Section 4.1(a) (a "Demand Notice"), and (y) prior a copy of which shall have also been delivered to each other Minority Stockholder at the same time as to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resaleCompany, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time demanding that the Company becomes eligible register for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register offer and sale under and in accordance with the provisions of the Securities Act Registrable Securities, subject to Section 4.1(b), the Company shall (i) use all or any portion reasonable efforts to file as promptly as reasonably practicable with the Commission a Registration Statement relating to the offer and sale of the Registrable Applicable Securities designated by on such Holder(s); provided, however, form as the Company may reasonably deem appropriate (provided that the estimated fair market value of Company shall not, unless the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement.Company

Demand Registration. (a) (i) Provided that the Company does Investors holding not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more less than one-half of the Registrable Securities issued and outstanding immediately following the effective date shares of the Plan (the “Initial Outstanding Amount”)Restricted Stock then held by Investors, shall have the right, by written notice given to the Company (a “Demand Notice”), to may request the Company to register under the Securities Act not less than one-half of all shares of Restricted Stock then held by the Investors as a group for sale in the manner specified in such notice (shares of Restricted Stock issuable upon exercise of any option, warrant, or right which is then immediately exercisable and shares of Restricted Stock issuable upon conversion of any convertible security which is then immediately convertible, shall be deemed held by such Investor for the purposes of this Section 5.1). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 5.1 within six months after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Investors shall have been entitled to join pursuant to Sections 5.2 or 5.3 hereof, and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested by such Investors. If the Company receives a notice from an Investor or Investors that imposes on the Company the registration obligations of this Section 5.1, and if, in the reasonable opinion of the Board of Directors of the Company the general market conditions are not appropriate at the time for an offering, the Company may, at its option, delay the commencement of the performance of the Company's obligation pursuant to this Section 5.1 for up to one hundred twenty (120) days. If an Investor specifies in the notice, that the method of disposition of the Restricted Stock shall be an underwritten public offering, the Investor may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 5.1 on two occasions only (irrespective of the number of Investors requesting such registration), PROVIDED, HOWEVER, that such obligation shall be deemed satisfied only when a registration statement covering shares of Restricted Stock, for sale in accordance with the provisions method of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned disposition specified by the Holders requesting Investor, shall have become effective and, if the estimated fair market value such method of the remaining Registrable Securities disposition is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resalea firm commitment underwritten public offering, such Holder(s), in the aggregate, shares shall only have been sold pursuant thereto. The Company shall be entitled to one Demand Registration per calendar year pursuant include in any registration statement referred to the provisions of in this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect 5.1 for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and sale in accordance with the provisions method of disposition specified by the requesting Investor, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that in the opinion of the Securities Act all managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Forms S-4 or S-8, or any portion successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the Registrable Securities designated by such Holder(s); provided, however, that date of receipt of a notice from the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations requesting Investor pursuant to this AgreementSection 5.1 until the completion of the period of distribution of the registration contemplated thereby.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant At any time, and from time to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that one year anniversary of the Company becomes Purchase Agreement, the Holders of a registrant under the Exchange Act, any Holder or group of Holders holding, majority in the aggregate, ten percent (10%) or more number of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”)Shares, shall have the right, by written notice (the “Demand Notice”) given to the Company Corporation, to request that the Corporation register (a “Demand NoticeRegistration”), to request the Company to register ) under and in accordance with the provisions of the Securities Act all or any portion of such Holders’ Registrable Shares. Upon receipt of any such Demand Notice, the Registrable Securities designated by such Holder(s); providedCorporation shall promptly, howeverbut in no event more than five (5) business days after receipt thereof, that (x) the estimated fair market value notify each other Holder of the receipt of such Demand Notice and, subject to the limitations set forth below, shall include in the proposed registration all Registrable Securities Shares with respect to which the Corporation has received written requests for inclusion therein within 30 days after delivery of the Corporation’s notice. In connection with any Demand Registration in which more than one Holder or holders of Other Shares or the Corporation participates, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total amount of Shares to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Shares to be sold), then the number of Registrable Shares, Primary Shares and Other Shares (which have registration rights with respect to such offering) shall be reduced on a pro rata basis (based upon the number of shares requested or proposed to be registered is equal by each such holder and the Corporation) to at least $10 million (a number deemed satisfactory by such managing underwriter or underwriters, provided, that the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior securities to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), be excluded shall be determined in the aggregate, sequence reflected in Section 3(b)(A). The Holders as a group shall only be entitled to one Demand Registration per calendar year pursuant on Form S-1, and, as a group, up to the provisions of this Section 3(a)(i) unless three Demand Registrations on Form S-2 or Form S-3 (or any successor form thereto); provided, that any Demand Registration that does not become effective or is not maintained in effect for the respective periods time period required in accordance with Section 2(c) hereof shall not count as one of such Demand Registrations. (b) The Corporation shall as soon as practicable, but in no event more than 90 days after the date on which the Corporation receives a Demand Notice given by the Holders in accordance with Section 2(a) hereof, file with the SEC, and the Corporation shall thereafter use its best efforts to cause to be declared effective within 180 days following the date the Corporation receives such Demand Notice, a Registration Statement on the appropriate form for the registration and sale, in accordance with the intended method or methods of distribution, of the total number of Registrable Shares specified by the Holders in such Demand Notice together with any other Registrable Shares with respect to which the Corporation has received a written request for inclusion in accordance with Section 2(a) hereof, subject to reduction as set forth in Section 3(c)2(a) hereof. (c) The Corporation shall use best efforts to keep each Registration Statement filed pursuant to this Section 2 continuously effective and usable for the resale of the Registrable Shares covered thereby for a period of 180 days from the date on which the SEC declares such Registration Statement effective, in which case as such period may be extended pursuant to this Section 2, or if shorter, until all the relevant Holder(sRegistrable Shares covered by such Registration Statement have been sold pursuant to such Registration Statement. (d) will The Corporation shall be entitled to an additional Demand postpone the filing of any Registration Statement otherwise required to be prepared and filed by the Corporation pursuant hereto. Following to this Section 2, or suspend the use of any effective Registration Statement under this Section 2, for a reasonable period of time which shall be as short as practicable, but in any event not in excess of 60 days (a “Delay Period”), if the Corporation determines in good faith that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under registration and in accordance with the provisions of the Securities Act all or any portion distribution of the Registrable Securities designated Shares covered or to be covered by such Holder(s)Registration Statement would materially interfere with any pending material financing, acquisition, disposition or corporate reorganization or other material corporate development involving the Corporation or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Holders written notice of such determination, containing a statement of the reasons for such postponement and an approximation of the period of the anticipated delay; provided, however, that (i) the estimated fair market value aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of (x) 120 days minus (y) the number of days occurring during all Hold Back Periods and Interruption Periods during such consecutive 12 months and (ii) a period of at least 60 days shall elapse between the termination of any Delay Period, Hold Back Period or Interruption Period and the commencement of the immediately succeeding Delay Period. If the Corporation shall so postpone the filing of a Registration Statement, the Holders of Registrable Shares to be registered shall have the right to withdraw the request for registration by written notice given by the Holders of a majority of the Registrable Securities requested Shares that were to be registered to the Corporation within 45 days after receipt of the notice of postponement or, if earlier, the termination of such Delay Period. The time period for which the Corporation is at least $10 million (or required to maintain the entire amount effectiveness of Registrable Securities then owned any Registration Statement shall be extended by the Holders if aggregate number of days of all Delay Periods, all Hold Back Periods and all Interruption Periods occurring during such Registration. The Corporation shall not be entitled to initiate a Delay Period unless it shall (A) concurrently prohibit sales by other securityholders under registration statements covering securities held by such other securityholders and (B) forbid purchases and sales in the estimated fair open market value by all officers and executives of the remaining Corporation. (e) The Holders of a majority in number of the Registrable Securities is less than $10 million)Shares to be included in a Registration Statement pursuant to this Section 2 may, providedat any time prior to the effective date of the Registration Statement relating to such Demand Registration, howeverrevoke such request by providing a written notice to the Corporation revoking such request, that there shall be no more than five (5) in which case such request will not count, except as provided below, towards the quota of Demand Registrations to which the Holders are entitled pursuant to this Agreement. In the event of such revocation, the Holders of the Registrable Shares to be included in such Demand Registration shall reimburse the Corporation for their pro rata share (based upon the number of Shares requested or proposed to be registered in such Registration) of the out-of-pocket registration expenses referred to in Section 6 hereof incurred by the Corporation in connection with the preparation, filing and processing of the Registration Statement, unless (i) there has been a material adverse change in the business, assets, properties, condition (financial or other) or results of operations of the Corporation and its subsidiaries taken as a whole, since the time of the Demand Notice, (ii) such revocation was based on the Corporation’s failure to comply in any material respect with its obligations hereunder or (iii) the Holders of a majority in number of the Registrable Shares to be included in such Demand Registration choose to count the Demand Registration as one of the Demand Registrations to which the Holders are entitled pursuant to this Agreement.

Demand Registration. (a) Shareholders holding Registrable Securities may make an aggregate of up to three (i3) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant written requests for registration under the Exchange Act, Securities Act (including the first request contained in subsection 2.1(d) hereof) of all or any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more part of the Registrable Securities issued held by such Shareholders (a "Demand Registration"); provided that (i) the first Demand Registration must be in respect of not less than 2,500,000 Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations and outstanding immediately following the like), (ii) the second and third Demand Registrations must each be in respect of not less than either (x) 1,500,000 Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) or (y) Registrable Securities representing the right to cast at least 6,500,000 votes at a meeting of stockholders of the Company (exclusive of cumulative voting rights) ("Votes"), (iii) the Shareholders shall not request a Demand Registration within 150 days of the effective date of a prior Demand Registration and (iv) the Plan (the “Initial Outstanding Amount”), Shareholders shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of indicate the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (that is, Common Stock, Class B Common Stock or a combination of both). In addition, such request will specify the entire amount aggregate number of shares of Registrable Securities then owned proposed to be sold by the Holders if Shareholders and will also specify the estimated fair market value intended method of disposition thereof. A registration will not count as a Demand Registration until the distribution contemplated by such Demand Registration has been consummated. Should the distribution contemplated by a Demand Registration not be consummated due to the failure of the remaining Registrable Securities is less than $10 million)Participating Shareholders to perform their obligations under this Agreement or the inability of the Participating Shareholders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, and or in the event the Participating Shareholders withdraw or do not pursue the request for the Demand Registration (y) prior to in each of the foregoing cases, provided that at such time the Company is eligible in compliance in all material respects with its obligations under this Agreement), then such Demand Registration shall not be deemed to have been effected, but the Participating Shareholders shall pay those expenses incurred by the Company in connection with such request set forth in Section 3.2 hereof. (b) If the Shareholders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. The Participating Shareholders shall have the right jointly to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Company's approval, which approval shall not be unreasonably withheld, conditioned or delayed. (c) The Company will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Company has received from the Participating Shareholders a request for such Demand Registration) of such intention to the Participating Shareholders indicating that the Company has identified a specific business need and use Form S-3 for the proceeds of the sale of such securities and the Company shall use all commercially reasonable efforts to effect a primary registration within 90 days of such notice. In the ensuing primary registration, the Shareholders will have such piggyback registration rights as are set forth in Section 2.2 hereof. Upon the Company's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration. The Company shall not be entitled to exercise this right of preemption more than one (1) time in any 180 day period. (d) Level 3 hereby requests the registration of a minimum of 2,500,000 Registrable Securities for resalepursuant to subsection 2.1(a) above, and agrees to use commercially reasonable efforts to cause such Holder(s)Registrable Securities to be sold in an underwritten offering on or before May 30, in the aggregate2002, shall only be entitled to one Demand Registration per calendar year pursuant subject to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for 2.1(a). The Company and Level 3 agree that the respective periods set forth in Section 3(c), in which case co-lead underwriters of the relevant Holder(s) offering will be entitled to an additional Demand Registration pursuant hereto. Following the time Xxxxxx Xxxxxxx Xxxx Xxxxxx and Xxxxxxx, Xxxxx & Co. Level 3 acknowledges that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall it will not have the right to request sell less than 2,500,000 Registrable Securities in the Company to register under and in accordance with offering without the provisions prior written consent of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementCompany.

Demand Registration. (a) (i) Provided Request for Registration on Form Other than Form S-3. Subject to the terms of this Agreement, in the event that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, shall receive from Initiating Holder(s) at any time after the earlier of (i) September 13, 2000, or (ii) three (3) months after the effective date of a Qualified Public Offering (provided that, if so required in writing by the underwriter(s) of the Qualified Public Offering, such three-month period may be extended to a period not to exceed the greater of (I) the length of the lock-up period imposed on members of senior management of the Company in connection with the Qualified Public Offering and (II) six (6) months, provided further that if such three-month period is so extended, the Company shall use its reasonable best efforts to arrange for the Registration provided for in this Section 2.1(a) to be effective at or before the end of such extended period), a written request that the Company becomes effect a registrant under the Exchange Act, any Holder Registration with respect to all or group of Holders holding, in the aggregate, ten percent (10%) or more a part of the Registrable Securities issued and outstanding immediately following of such Initiating Holder(s) on a form other than Form S-3 for an offering of (x) in the effective date case of a request delivered by Initiating Holder(s), other than a Significant Holder of at least twenty-five percent (25%) of the Plan then outstanding Series E Registrable Securities, at least twenty-five percent (25%) of the “Initial Outstanding Amount”)then outstanding Series F Registrable Securities or at least twenty-five percent (25%) of the then outstanding Series G Registrable Securities, or (y) in the case of a request from an Initiating Holder who is a single Significant Holder, at least fifty percent (50%) of the then outstanding Registrable Securities represented by Convertible Securities owned by such Significant Holder, the Company shall have the right, by (A) promptly give written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act proposed Registration to all or any portion other Holders and (B) as soon as practicable, use its best efforts to effect Registration of the Registrable Securities designated by specified in such request of the Initiating Holder(s); provided, however, that (x) the estimated fair market value of the together with any Registrable Securities requested of any Holder joining in such request as are specified in a written request given within twenty (20) business days after written notice from the Company. The Company shall not be obligated to be registered is equal take any action to at least $10 million effect any such Registration pursuant to this Section 2.1(a) (i) except as provided above, within the three (3) to six (6) months period referred to in the first sentence of this Section 2.1(a) or (ii) after the entire amount Company has effected two (2) such Registrations pursuant to this Section 2.1(a) in which the Company has not Registered securities for its own account and such Registrations have been declared effective. If the number of Registrable Securities then owned proposed to be Registered by the Initiating Holder(s) is reduced pursuant to Section 2.1(e)(iii), such Registration shall not count toward the limit of two (2) Registrations referred to in the preceding sentence. (b) Right of Deferral of Registration on Form Other than Form S-3. If the Company shall furnish to all such Holders if who joined in the estimated fair market value request for any Registration pursuant to Section 2.1(a) a certificate signed by the President of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s)stating that, in the aggregategood faith judgment of the Board, shall only it would be entitled to one Demand Registration per calendar year pursuant detrimental to the provisions of this Company for any Registration to be effected as requested under Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c2.1(a), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request defer the Company filing of a Registration Statement with respect to register under and in accordance with the provisions such requested Registration for a period of not more than one hundred twenty (120) days from delivery of the Securities Act all or any portion request of the Registrable Securities designated by such Holder(s)Initiating Holders; provided, however, that the estimated fair market value Company may not utilize this right more than once in any twelve-month period. (c) Request for Registration on Form S-3. Subject to the terms of this Agreement, in the event that the Company receives from one or more Initiating Holders a written request that the Company effect any Registration on Form S-3 (or any successor form to Form S-3 regardless of its designation) at a time when the Company is eligible to Register securities on Form S-3 (or any successor form to Form S-3 regardless of its designation) for an offering of Registrable Securities, the Company will promptly give written notice of the proposed Registration to all other Holders and will as soon as practicable use its best efforts to effect Registration of the Registrable Securities requested to be registered is at least $10 million (or the entire amount specified in such request, together with all of such Registrable Securities then owned by of any Holder joining in such request as are specified in a written request delivered to the Holders if Company within twenty (20) business days after written notice from the estimated fair market value Company of the remaining Registrable Securities is less than $10 million), provided, however, that there proposed Registration on Form S-3. There shall be no limit to the number of occasions on which the Company shall be obligated to effect Registration under this Section 2.1 (c), but the Company shall not be required to effect more than five two (52) Demand such Registrations pursuant to this Agreementin any calendar year.

Demand Registration. (a) Shareholders holding Registrable Securities may make an aggregate of up to three (i3) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant written requests for registration under the Exchange Act, Securities Act (including the first request contained in subsection 2.1(d) hereof) of all or any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more part of the Registrable Securities issued held by such Shareholders (a "Demand Registration"); provided that (i) the first Demand Registration must be in respect of not less than 2,500,000 Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations and outstanding immediately following the like), (ii) the second and third Demand Registrations must each be in respect of not less than either (x) 1,500,000 Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) or (y) Registrable Securities representing the right to cast at least 6,500,000 votes at a meeting of stockholders of the Company (exclusive of cumulative voting rights) ("Votes"), (iii) the Shareholders shall not request a Demand Registration within 150 days of the effective date of a prior Demand Registration and (iv) the Plan (the “Initial Outstanding Amount”), Shareholders shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of indicate the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (that is, Common Stock, Class B Common Stock or a combination of both). In addition, such request will specify the entire amount aggregate number of shares of Registrable Securities then owned proposed to be sold by the Holders if Shareholders and will also specify the estimated fair market value intended method of disposition thereof. A registration will not count as a Demand Registration until the distribution contemplated by such Demand Registration has been consummated. Should the distribution contemplated by a Demand Registration not be consummated due to the failure of the remaining Registrable Securities is less than $10 million)Participating Shareholders to perform their obligations under this Agreement or the inability of the Participating Shareholders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, and or in the event the Participating Shareholders withdraw or do not pursue the request for the Demand Registration (y) prior to in each of the foregoing cases, provided that at such time the Company is eligible in compliance in all material respects with its obligations under this Agreement), then such Demand Registration shall not be deemed to have been effected, but the Participating Shareholders shall pay those expenses incurred by the Company in connection with such request set forth in Section 3.2 hereof. (b) If the Shareholders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. The Participating Shareholders shall have the right jointly to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Company's approval, which approval shall not be unreasonably withheld, conditioned or delayed. (c) The Company will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Company has received from the Participating Shareholders a request for such Demand Registration) of such intention to the Participating Shareholders indicating that the Company has identified a specific business need and use Form S-3 for the proceeds of the sale of such securities and the Company shall use all commercially reasonable efforts to effect a primary registration within 90 days of such notice. In the ensuing primary registration, the Shareholders will have such piggyback registration rights as are set forth in Section 2.2 hereof. Upon the Company's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration. The Company shall not be entitled to exercise this right of preemption more than one (1) time in any 180 day period. (d) Level 3 hereby requests the registration of a minimum of 2,500,000 Registrable Securities for resalepursuant to subsection 2.1(a) above, and agrees to use commercially reasonable efforts to cause such Holder(s)Registrable Securities to be sold in an underwritten offering on or before May 30, in the aggregate2002, shall only be entitled to one Demand Registration per calendar year pursuant subject to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for 2.1(a). The Company and Level 3 agree that the respective periods set forth in Section 3(c), in which case co-lead underwriters of the relevant Holder(s) offering will be entitled Morgan Stanley Dean Witter and Goldman, Sachs & Co. Level 3 acknowlxxxxx txxx xx xxxx xxx xxxe the xxxxx to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, xxxx less than 2,500,000 Registrable Securities in the aggregate, ten percent (10%) or more offering without the prior written consent of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementCompany.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after the date that lapse of 180 days following the Company becomes a registrant under the Exchange ActInitial Public Offering, any Holder one or group of Holders holdingmore Stockholders which shall have maintained continuous beneficial ownership, individually or in the aggregate, ten percent following the Closing of at least 20% of the Fully-Diluted Shares (10%excluding any Fully-Diluted Shares sold or otherwise disposed of by any Stockholder after the Closing, if even subsequently reacquired) shall have the right to request that the Company register, in an underwritten public offering or more otherwise, under the 1933 Act, Registrable Securities with an aggregate fair market value of at least $30,000,000 held by it or them (any registration resulting from such a request a “Demand Registration” with such Stockholder or Stockholders making such request the “Demanding Stock holder”); provided that no Stockholder, individually or together with other Stockholders, shall be entitled to request a Demand Registration with respect to shares of Common Stock held by it that are saleable without registration under the 1933 Act due to the availability of the exemption contained in Section 4(1) of the 1933 Act or pursuant to Rule 144(k) promulgated under the 1933 Act. A request for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold. A registration made pursuant to such a request shall not qualify as a Demand Registration hereunder until (a) the registration statement relating thereto has been declared effective by the SEC and (b) the Demanding Stockholder is able to register and sell at least 75% of the Registrable Securities issued requested to be included in such registration. The Company shall not be required to effect, and outstanding immediately following each of MS, Ball, Hitachi, CapRe, Post and the effective date Other Holders shall not be entitled to request, more than two registrations each per MS, Ball, Hitachi, CapRe, Post and the Other Holders under this Section 4.2. (b) Promptly (but in no event more than ten days) after receipt of a request for a Demand Registration, the Plan (Company shall provide notice of such request to the “Initial Outstanding Amount”)non-Demanding Stockholders, and such non-Demanding Stockholders shall have the right, by written within 10 days after the date of receipt of such notice given to from the Company (a “Demand Notice”)Company, to request that the Company include in the offering to register under and which the Demand Registration relates all or a portion of such non-Demanding Stockholders’ Registrable Securities. (c) The Company shall not include in accordance with any Demand Registration any securities that are not Registrable Securities without the provisions prior written consent of the Demanding Stockholder. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number or class of Registrable Securities Act all and, if permitted hereunder, other securities requested to be included in such offering, exceeds the number or any portion class of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company shall include in such Demand Registration (A) first, the number of Registrable Securities designated requested to be included in such registration by any Stockholders pro rata, if necessary, among such Holder(sStockholders based on the number of Registrable Securities owned by each such Stockholder, (B) second, the number of equity securities to be registered for the account of the Company, and (C) third, any other securities of the Company requested to be included in such registration pro rata, if necessary, on the basis of the number of such other securities owned by each holder of such other securities. (d) Notwithstanding the foregoing, if the Company shall furnish to the Demanding Stockholder a certificate signed by an officer of the Company stating that, in the reasonable good faith judgment of the Board, it would not be in the best interests of the Company and its stockholders for such registration to be effected (because the Company is engaging in or intends to engage in an acquisition, divestiture or other material transaction or due to other extraordinary events relating to the Company, but, in any case, not including for purposes of the Company avoiding its obligations hereunder), then the Company shall have the right to defer such registration for a period of not more than 90 days after receipt of the request of the Demanding Stockholder; provided, however, that (xi) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only not be entitled to one defer its obligation to effect a registration for an aggregate of more than 180 days within any 365-day period and (ii) the Company shall make and communicate to the selling Stockholders its determinations under this paragraph in respect of a registration under this Section 4.2 within 15 days of the Company’s receipt of the Demand Registration per calendar year notice in respect of such registration or, to the extent reasonably practicable, promptly after becoming aware of such transaction. (e) The Demanding Stockholder shall select the book-running and other managing underwriters in connection with an offering pursuant to a Demand Registration, and any additional investment bankers and managers to be used in connection with the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c)offering, in each case which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant reasonably satisfactory to this Agreementthe Company.

Demand Registration. (a1) (i) Provided that If, on the Company does six month anniversary of the date of this Agreement, uniView has not have the Registration Statement filed effected a registration of Registrable Securities pursuant to Section 2 effective and usable hereof pursuant to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more which all of the Registrable Securities issued and outstanding immediately following were sold, then (i) at any time from the effective six month anniversary of the date of this Agreement until all of the Plan Registrable Securities have been sold pursuant to a registration effected under the terms of this Agreement or have become Rule 144 Resale Eligible (and if such Registrable Securities ever cease to be Rule 144 Resale Eligible, then until such time as they again become Rule 144 Resale Eligible), and (ii) upon written notice from a Holder or Holders of more than 50% of the Registrable Securities (the “Initial Outstanding Amount”"Initiating Holders") in the manner set forth in Section 11(h) hereof requesting that uniView effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holders (which notice shall specify the intended method or methods of disposition of such Registrable Securities), uniView shall have use its best efforts to effect, in the rightmanner set forth in Section 5, by written notice given to the Company (a “Demand Notice”), to request registration under the Company to register under and Securities Act of such Registrable Securities for disposition in accordance with the provisions intended method or methods of disposition stated in such request; provided that uniView shall not be obligated to file more than one (1) registration statement under the Securities Act all or relating to a registration request pursuant to this Section 3(a). (2) Notwithstanding any portion other provision of this Agreement to the Registrable Securities designated contrary, a registration requested by such Holder(sa Holder pursuant to this Section 3 shall not be deemed to have been effected (and, therefore, not requested for purposes of Section 3(a); provided, however, ): (A) if it is withdrawn based upon material adverse information relating to uniView that is different from the information (x) known to the estimated fair market value Holders requesting registration at the time of their request for registration, or (y) promptly disclosed by uniView to the Holder at the time of their request for registration; (B) if, when effective, it includes fewer than ninety (90%) percent of the number of shares of Registrable Securities which were the subject matter of the request; (C) if after it has become effective such registration is interfered with by uniView invoking its rights under subsection 6(e) or 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, less than ninety (90%) percent of the Registrable Securities requested to be registered is equal can be completely distributed in accordance with the plan of distribution set forth in the related registration statement. (3) In the event that any registration pursuant to at least $10 million this Section 3 shall involve, in whole or in part, an underwritten offering, uniView shall have the right to designate the underwriter or underwriters, including the lead managing underwriter of such underwritten offering. (or 4) Upon receipt of written notice from the entire amount Initiating Holders under Section 3(a) hereto, uniView shall, within five (5) days, give prompt written notice to all other Holders of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), such notice and (y) prior of its intent to the time the Company is eligible to use Form S-3 for effect the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to this Agreement. Such notice shall offer each such Holder the provisions opportunity to include in such registration statement such number of this Section 3(a)(iRegistrable Securities as each such Holder may request. (5) unless any Demand Registration does not become effective or is not maintained Holders other than the Initiating Holders and holders of other registrable securities with the right to participate in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, a uniView registration statement shall have the right to request include their shares of Registrable Securities or other registrable securities, as the Company case may be, in any registration pursuant to register under and Section 3(a). In connection with those registrations in accordance which multiple Holders or holders of other registrable securities with the provisions right to participate in such registration ("piggy-back rights holders") participate, in the event the facilitating broker/dealer or, in an underwritten offering, the lead managing underwriter advises that marketing factors require a limitation on the number of shares to be sold, the number of shares to be included in the sale or underwriting and registration shall be allocated (i) first, to the Holders, and, if less than the full number of Registrable Securities of such Holders, then pro rata on the basis of the Securities Act all or any portion number of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million by each Holder, and (or ii) second, to the entire amount of Registrable Securities then owned holders seeking registration pursuant to piggy-back registration rights otherwise granted by uniView pro rata on the Holders if the estimated fair market value basis of the remaining Registrable Securities is less than $10 million), provided, however, that there shall number of securities requested to be no more than five (5) Demand Registrations pursuant to this Agreementregistered by each such holder in such registration.

Demand Registration. Upon the written request from any Initiating Holder (a"Requesting Initiating Holder") (i) Provided that the Company does not have the Registration Statement filed pursuant effect any registration with respect to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by (other than a registration on Form F-3 or any related form of registration statement), the Company will: 2.1.1. Promptly give written notice of the proposed registration to all other Holders holding Registrable Securities; and 2.1.2. As soon as practicable, use its best efforts to effect such Holder(sregistration (including, without limitation, the execution of an undertaking to file posteffective amendments, appropriate qualifications under foreign, blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act); provided, howeveras may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, that (x) the estimated fair market value together with all or such portion of the Registrable Securities requested to be registered is equal to at least $10 million of any Holder(s) joining in such request as are specified in a written request given within twenty (or the entire amount 20) days after receipt of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time such written notice from the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of Section 2.2 hereof (such Holder(s) being referred to as "Participating Holders"); provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2. 1: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act all Act; (ii) Prior to two hundred and seventy (270) days after the date hereof, (iii) If the Initiating Holders propose to sell a number of shares of Registrable Securities at an aggregate offering price (after deduction for underwriter commissions and expenses) to the public of less than Five Million Dollars ($5,000,000); (iv) After the Company has effected two (2) such registrations pursuant to this Section 2.1 at the request of Telia, and one such registration pursuant to this Section 2.1 at the request of Xxxxxxx, and one (1) such registration pursuant to this Section 2.1 at the request of Shamrock and Trefoil, taken together, and one (1) such registration pursuant to this Section 2.1 at the request of the WP Entities, and each such registration has been declared or ordered effective; or (v) If the request is received by the Company less than one hundred and twenty (120) days following the effective date of any portion of previous registration statement filed pursuant to a request made pursuant to this Section 2. L Subject to the foregoing clauses (i) through (v) and to Section 2.1.5 (below), the Company shall file a registration statement covering the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities so requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value as soon as practicable after receipt of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementrequest from the Requesting Initiating Holders.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after the date that the Company becomes a registrant under the Exchange Actand from time to time, any Holder or group of Holders holding, (together with any of their respective Affiliates and Related Funds) may request in writing (“Demand Registration Request”) that the aggregate, ten percent (10%) Company effect the registration of all or more part of the such Holder’s or Holders’ Registrable Securities issued and outstanding immediately following with the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register Commission under and in accordance with the provisions of the Securities Act all (each, a “Demand Registration”). The Company will file a Registration Statement covering such Holder’s or any portion of the Holders’ Registrable Securities designated by requested to be registered, and shall use its reasonable best efforts to cause such Holder(s)Registration Statement to be declared effective, as promptly as practicable after receipt of such request; provided, however, that the Company will not be required to file a Registration Statement pursuant to this Section 4(a): (i) unless the Registrable Securities requested to be sold by the Holders pursuant to such Registration Statement equal at least (x) five percent (5%) of all outstanding shares of Common Stock at such time or (y) an anticipated aggregate gross offering price (before deducing underwriting discounts and commissions) of at least $25,000,000.00; (ii) if the estimated fair market value Registrable Securities requested to be registered are already covered by an existing and effective Registration Statement and such Registration Statement may be utilized for the offer and sale of the Registrable Securities requested to be registered; or (iii) if the number of Demand Registration Requests previously made pursuant to this Section 4(a) equals or exceeds six (6) in the aggregate; provided, however, that a Demand Registration Request shall not be considered made for purposes of this clause (iii) unless the requested Registration Statement has been declared effective by the Commission for more than seventy-five percent (75%) of the full amount of Registrable Securities for which registration had been requested. (b) A Demand Registration Request shall specify (i) the then-current name and address of such Holder or Holders, (ii) the aggregate number of Registrable Securities requested to be registered, (iii) the total number of Registrable Securities then beneficially owned by such Holder or Holders, and (iv) the intended means of distribution. (c) The Company may satisfy its obligations under Section 4(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 Registration Request has been properly made under Section 4(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 4(a) hereof. (d) Within five (5) days after receiving a Demand Registration Request, the Company shall give written notice of such request to all other Holders of Registrable Securities and shall, subject to the provisions of Section 5(c) in the case of an Underwritten Offering, include in such registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after the Company’s giving of such notice, provided, that the Company shall not be required to include in such registration any Registrable Securities that are already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered is equal in the manner so requested. (e) The Company will use its reasonable best efforts to keep a Registration Statement that has become effective as contemplated by this Section 4 continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until all Registrable Securities registered thereunder have been sold pursuant to such Registration Statement. (f) The Holder or Holders making a Demand Registration Request may, at least $10 million (any time prior to the Effective Date of the Registration Statement relating to such registration, revoke their request for the Company to effect the registration of all or part of such Holder’s or Holders’ Registrable Securities by providing a written notice to the Company. If, pursuant to the preceding sentence, the entire amount Demand Registration Request is revoked, then, at the option of the Holder or Holders who revoke such request, either (i) such Holder or Holders shall reimburse the Company for all of its reasonable and documented out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement, which out-of-pocket expenses, for the avoidance of doubt, shall not include overhead expenses and which requested registration shall not count as one of the permitted Demand Registration Requests hereunder or (ii) the requested registration that has been revoked will be deemed to have been effected for purposes of Section 4(a). (g) If a Registration Statement filed pursuant to this Section 4 is a Registration Statement other than a Shelf Registration Statement, then upon demand of one or more Holders, the Company shall facilitate an offering of Registrable Securities then owned by in the Holders if the estimated fair market value form of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use an Underwritten Offering on Form S-11 or Form S-3 for the registration of Registrable Securities for resale, such Holder(s(if available), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant manner and subject to the provisions conditions described in Section 5 of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c)Agreement, in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value number of the Registrable Securities requested to be registered is shares of Common Stock included in such underwritten offering shall equal at least (x) five percent (5%) of all outstanding shares of Common Stock at such time or (y) an anticipated aggregate gross offering price (before deducing underwriting discounts and commissions) of at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement25,000,000.00.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time commencing nine (9) months after the date that hereof and expiring five (5) years following the Company becomes a registrant under date of this Agreement, the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following representing a "Majority" (as hereinafter defined) of such securities (assuming the effective date exercise of all of the Plan (the “Initial Outstanding Amount”), warrants) not previously sold pursuant to this Section 7 shall have the rightright (which right is in addition to the registration rights under Section 7.3 hereof), exercisable by written notice given to the Company, to have the Company prepare and file with the Securities and Exchange Commission (a “Demand Notice”the "Commission"), to request on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for each of the Representatives and the Holders, in order to register under and in accordance comply with the provisions of the Securities Act all or Act, so as to permit a public offering and sale of their respective Shares for six (6) consecutive months by such Holders and any portion other Holders of the Registrable Securities designated by who notify the Company within twenty (20) days after receiving notice from the Company of such Holder(s); providedrequest. For purposes of this Agreement, howeverthe term "Majority," in reference to the Holders of Warrants or Warrant Shares, shall mean in excess of fifty percent (50%) of the then outstanding Warrants or Warrant Shares that (xi) are not held by the estimated fair market Company, an officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act. The Company shall not be obligated to commence or effect any registration of Shares pursuant to this Section 7.4 if the aggregate dollar value of the Registrable Securities requested to be registered for resale, before deducting underwriter discounts and commissions, is equal not reasonably expected to at least exceed $10 million 1,000,000. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.4 by any Holder or Holders to all other registered Holders of the entire amount of Registrable Securities then owned by within ten (10) days from the date of the receipt of any such registration request. (c) No right of the Holders under this Section 7.4 shall be deemed to have been exercised if with respect to such right: (A) the estimated fair market value of the remaining Registrable Securities requisite notice given by Holders pursuant to this Section 7.4 is less than $10 million), and (y) withdrawn prior to the time date of filing of a registration statement or if a registration statement filed by the Company under the Securities Act pursuant to this Section 7.4 is eligible withdrawn prior to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s)its effective date, in the aggregateeither case, shall only be entitled to one Demand Registration per calendar year pursuant by written notice to the provisions Company from the Holders of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten fifty percent (1050%) or more of the Initial Outstanding AmountRegistrable Securities to be included or which are included in such registration statement stating that such Holders have elected not to proceed with the offering contemplated by such registration statement because (i) a development in the Company's affairs has occurred or has become known to such Holders subsequent to the date of the notice by the Holders to the Company requesting registration of the Shares which, in the judgment of such Holders or the managing underwriter of the proposed public offering, adversely affects the market price of such Shares or (ii) a registration statement filed by the Company pursuant to this Section 7.4, in the reasonable opinion of counsel for such Holders or the managing underwriter of the proposed public offering, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which made (other than any such statement or omission relating to such Holders and based on information supplied or failed to be supplied by such Holders) and the Company has not, promptly after written notice thereof, corrected such statement or omission in an amendment filed to such registration statement; or (B) a registration statement pursuant to this Section 7.4 shall have the right to request the Company to register become effective under and in accordance with the provisions of the Securities Act all and (i) the underwriters shall not purchase any Shares because of a failure of condition contained in the underwriting agreement (other than a condition to be performed by or any portion within the control of the Registrable Securities designated Holders) relating to the offering covered by such Holder(s); provided, however, that the estimated fair market value registration statement or (ii) less than 85% of the Registrable Securities requested to be registered is at least $10 million (Shares included therein shall have been sold as a result of any stop order, injunction or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value other order or requirement of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementCommission or other governmental agency or court.