Common use of Demand Right Clause in Contracts

Demand Right. If at any time prior to the Termination Date, a registration statement under the Securities Act covering the issuance and resale of the Warrant Shares is not effective, the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of the Warrant (measured by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register (the “Demand Registration”) under the Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Notice, the Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering the Registrable Securities within thirty days after receipt of the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5(a).

Demand Right. If at any time prior to At or after the Termination Effectiveness Date, if there is no currently effective Shelf Registration Statement on file with the SEC, then except as provided in Section 2.02(a), one or more Holders (the “Demand Holders”) may, subject to Section 2.05(b), make a registration statement under the Securities Act covering the issuance and resale of the Warrant Shares is not effective, the Company, upon written demand request (a “Demand Notice”) to the Company for Registration of all or part of the Holder(s) Registrable Securities held by such Demand Holders, provided that such number of Registrable Securities is at least 51% of equal to the Warrant Registrable Amount. Such registration shall be (measured by i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the number of Warrant Shares thereunder) (“Majority Holders”), agrees Company qualifies to use its commercially reasonable efforts to register such short form for the Registration of such Registrable Securities on behalf of such Holders (the any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”) under ). Each Demand Notice shall specify the aggregate amount of Registrable Securities Act, all or any portion of the Warrant Shares requested by Demand Holders to be registered, the Majority Holders in intended methods of disposition thereof and the identity of the Demand NoticeHolder(s). Upon its receipt Subject to Section 2.05(b), after delivery of the such Demand Notice, the Company will use its commercially reasonable efforts to (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a registration statement under request for a Long-Form Registration or (ii) thirty (30) days in the Securities Act covering the Registrable Securities within thirty days after receipt case of the Demand Notice and use its commercially reasonable efforts to have a request for a Short-Form Registration, in each case, following delivery of such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes ) with the SEC a Registration Statement relating to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding HolderDemand Registration Statement”) shall so notify (provided, however, that if a Demand Notice is delivered prior to the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such requestEffectiveness Date, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. The Company shall not be obligated to effect more than one file (1but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such Demand Registration Statement to become effective under the Securities Act. There shall be no limit on the number of Demand Notices that Holders may be permitted to issue pursuant to this Section 5(a2.01(a).

Demand Right. If at any time prior to Commencing on the Termination Date, date that is six (6) months after the date on which the Company becomes a registration statement under Reporting Company and continuing for fifty-four (54) months thereafter (or until the Securities Act covering the issuance and resale earlier termination of the Warrant Shares is not effectiveHolders’ rights under this Agreement), the Holders as a group representing at least 50% of the Registrable Securities (a “Requesting Group”) shall have a separate one-time right, by written notice to the Company, upon written demand signed by such Holders (the “Demand Notice”) ), to request the Company to register for resale all Registrable Securities included by the Requesting Group in the Demand Notice under and in accordance with the provisions of the Holder(s) Securities Act by filing with the Commission a Registration Statement covering the resale of at least 51% of the Warrant (measured by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register such Registrable Securities (the “Demand RegistrationRegistration Statement”) ). For clarity, the demand registration right of the Holders of the Registrable Securities hereunder is separate from the demand registration right with respect to any Shares sold under the Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders in the Demand NoticePurchase Agreement. Upon its receipt A copy of the Demand NoticeNotice also shall be provided by the Requesting Group to each of the other Holders, the failure of which, however, shall not in any way affect the rights of the Requesting Group pursuant to this Section 2(a). The Demand Registration Statement required hereunder shall be on any form of registration statement then available for the registration of the Registrable Securities. The Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering Demand Registration Statement within 45 days of the Registrable Securities within thirty days after receipt of the Demand Notice, provided if the Demand Notice and is given within the 45 days after the prior fiscal year end, then the Company will use its reasonably commercial efforts to file the Demand Registration Statement within 120 days of the fiscal year end of the Company. The Company shall use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in cause the Demand Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep the Demand Registration Statement continuously effective under the Securities Act until the earlier of (each such holder including shares of i) the date when all Registrable Securities in such registration, a “Demanding Holder”) shall so notify have been sold pursuant to the Company within fifteen days after Demand Registration Statement or an exemption from the receipt by the holder registration requirements of the notice from Securities Act; (ii) the Company. Upon any such request, date that the Demanding Holders shall be entitled to have can sell all of their Registrable Securities included in the Demand Registration. The Company shall not be obligated Securities, pursuant to effect more than Rule 144; and (iii) one (1) Demand years from the effective date of the Registration under this Section 5(a)Statement.

Demand Right. If at Upon the written request of one or more Investors holding 32,000 (A) Units or (B) Registrable Shares (or such lesser number of Units or Registrable Shares as shall constitute all Units and Registrable Shares owned by an Investor). Camden shall file a Registration Statement on an appropriate form under the Act for all of the Registrable Shares requested to be registered. Camden shall (subject to Section 1(g) hereof) file any time prior Registration Statement required by this paragraph with the SEC within 30 days of receipt of the requisite Investor request and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Termination DateSEC as soon as practicable thereafter. Camden shall (subject to Section 1(g) hereof) use its reasonable efforts to keep each such Registration Statement effective until the earlier of (i) the date that is nine (9) months after the date of effectiveness of the Registration Statement (plus the number of days, a registration statement if any, during which Investors were not permitted to make offers or sales under the Registration Statement by reason of Section 1(g)), or (ii) the later of (A) the date on which such Investor has redeemed all of its Units, if it receives Registrable Shares that are registered under the Securities Act covering upon such redemption, (B) the issuance date on which such Investor has redeemed all of its Units and resale consummated the sale of the Warrant any Registrable Shares is received upon such redemption, if it receives Registrable Shares that are not effective, the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of the Warrant (measured by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register (the “Demand Registration”) under the Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Notice, the Company will use its commercially reasonable efforts to file a registration statement registered under the Securities Act covering or (C) in connection with Registrable Shares received in the Registrable Securities within thirty days after receipt of the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from Merger, the date of on which such Investor has consummated the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion sale of such holder’s Registrable Securities in the Demand Registration (each such holder including shares Shares to a person or entity that is not an affiliate of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the CompanyCamden. Upon any such request, the Demanding Holders An Investor shall be entitled to have their Registrable Securities included make or join in a demand pursuant to this Section 1(b)(i) a maximum of two (2) times; provided, that any such demand shall be for the Demand Registration. The Company lesser of (i) Units or Camden Shares with a value of at least $500,000 or (ii) all of the Units or Camden Shares owned by such Investor; provided further that if no Registration Statement is declared effective with respect to a demand which an Investor has made or joined in, or if such Registration Statement covers Units and Camden Shares with a value of at least $2,000,000, that demand shall not be obligated to effect more than one (1) Demand Registration under counted for purposes of this Section 5(a)limit.

Demand Right. If the Company shall receive from Initiating Holders (as defined in Section 10) at any time prior or times a written request that the Company effect any registration with respect to Registrable Securities (the "Demand Request"), in an offering to be firmly underwritten by underwriter(s) selected by the Initiating Holders (which underwriter(s) shall be reasonably acceptable to the Termination Date, a registration statement under the Securities Act covering the issuance and resale Company). (i) promptly give written notice of the Warrant Shares is not effectiveproposed registration to all other holders of Registrable Securities ("Notice of Demand Request"); and (ii) as soon as practicable, the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of the Warrant (measured by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register (the “Demand Registration”) under the Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Notice, the Company will use its commercially reasonable best efforts to file a registration statement under the Securities Act covering the Registrable Securities within thirty days after receipt so requested to be registered and to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act of 1933 (the "Securities Act") and as would permit or facilitate the sale and distribution of all of such Registrable Securities as are specified in such request, together with all or such portion of the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number Registrable Securities of shares any other holders of Registrable Securities proposed to be sold and joining in such request as are specified in a written request received by the intended method(sCompany within twenty (20) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from after the date of the receipt Notice of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand RegistrationRequest. The Company shall not only be obligated required to effect more than one (1) Demand Registration under effect, pursuant to this Section 5(a)1, four (4) registrations of Registrable Securities. A requested registration shall not count for these purposes unless (A) such registration statement has been declared effective and an offering closed in which at least 90% of the Registrable Securities requested to be included in such registration by the Initiating Holders shall have been sold or (B) the registration has been withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses pursuant to Section 4 hereof in circumstances in which they were required to bear such expenses. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Sections 1(b) and (7) hereof and the prior written consent of the Initiating Holders, include other securities of the Company, with respect to which registration rights have been granted, and may include securities of the Company being sold for the account of the Company, provided that all the Registrable Securities for which the Initiating Holders have requested registration shall be covered by such registration statement before any such other securities are included.

Demand Right. If at any time prior to Commencing on the Termination Date, date that is three (3) months after the date on which the Company becomes a registration statement under Reporting Company and continuing for seven (7) years thereafter (or until the Securities Act covering the issuance and resale earlier termination of the Warrant Shares is not effectiveHolders’ rights under this Agreement), the Holders as a group representing at least 50% of the Registrable Securities (a “Requesting Group”) shall have a separate one-time right, by written notice to the Company, upon written demand signed by such Holders (the “Demand Notice”) ), to request the Company to register for resale all Registrable Securities included by the Requesting Group in the Demand Notice under and in accordance with the provisions of the Holder(s) Securities Act by filing with the Commission a Registration Statement covering the resale of at least 51% of the Warrant (measured by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register such Registrable Securities (the “Demand RegistrationRegistration Statement”) under ). For clarity, the demand registration right of the Holders of the Registrable Securities hereunder is separate from the demand registration right with respect to any Conversion Shares (as defined in the Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders in the Demand NoticePurchase Agreement) (“Conversion Shares”). Upon its receipt A copy of the Demand NoticeNotice also shall be provided by the Requesting Group to each of the other Holders, the failure of which, however, shall not in any way affect the rights of the Requesting Group pursuant to this Section 2(a). The Demand Registration Statement required hereunder shall be on any form of registration statement then available for the registration of the Registrable Securities. The Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering Demand Registration Statement within 45 days of the Registrable Securities within thirty days after receipt of the Demand Notice, provided if the Demand Notice and is given within the 45 days after the prior fiscal year end, then the Company will use its reasonably commercial efforts to file the Demand Registration Statement within 90 days of the fiscal year end of the Company. The Company shall use its commercially reasonable efforts to have such registration statement cause the Demand Registration Statement to be declared effective under the Securities Act as soon promptly as possible thereafter. The after the filing thereof and shall keep the Demand Notice shall specify Registration Statement continuously effective under the number Securities Act until the earlier of shares of (i) the date when all Registrable Securities proposed have been sold pursuant to be sold and the intended method(s) of distribution thereof. The Company will notify all holders Demand Registration Statement or an exemption from the registration requirements of the Warrants Securities Act; (ii) the date that the Holders can sell all of their Registrable Securities, pursuant to Rule 144; and Warrant Shares of the demand within ten days (iii) two (2) years from the effective date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5(a)Statement.

Demand Right. If at any time prior to The Holders, other than the Termination DateMDB Capital Group LLC and its members and affiliates, a will have one demand registration statement right under the Securities Act covering terms of this Agreement, and the issuance MDB Capital Group LLC and resale its members and affiliates separately will have one demand registration right under the terms of this Agreement. Commencing on the date that is one hundred eighty (180) days after the Company becomes a Reporting Company, the aforementioned groups of Holders, as a group representing more than 50% of the Warrant Shares is not effectiveRegistrable Securities (a “Requesting Group”) shall have a one-time right, by written notice to the Company, upon written demand signed by such Holders (the “Demand Notice”) of ), to request the Holder(s) of at least 51% of Company to register for resale all the Warrant (measured Registrable Securities included by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register Requesting Group in the Demand Notice (the “Demand RegistrationShares”) under and in accordance with the provisions of the Securities Act, all or any portion of Act by filing with the Warrant Shares requested by Commission a Registration Statement covering the Majority Holders in the Demand Notice. Upon its receipt resale of the Demand NoticeShares (the “Demand Registration Statement”). A copy of the Demand Notice also shall be provided by the Company to each of the other Holders in their respective group who will have fifteen (15) days to notify the Company in writing to include their Registrable Securities as part of the Demand Shares, the failure of which, however, shall not in any way affect the rights of the Requesting Group pursuant to this Section 2(a). The Demand Registration Statement required hereunder shall be on any form of registration statement then available for the registration of the Registrable Securities, as selected by the Company in accordance with applicable law and regulation. The Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering Demand Registration Statement within forty-five (45) days of the Registrable Securities within thirty days after receipt of the Demand Notice, provided if the Demand Notice and is given within the forty-five (45) days after the prior fiscal year end, then the Company will use its reasonably commercial efforts to file the Demand Registration Statement within ninety (90) days of the fiscal year end of the Company. The Company shall use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in cause the Demand Registration (each such holder including shares of Registrable Statement to be declared effective under the Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days Act as promptly as practicable after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled filing thereof and to have their Registrable Securities included in keep the Demand Registration. The Company shall not be obligated to effect more than one (1) Demand Registration Statement continuously effective under this Section 5(a)the Securities Act during the Effectiveness Period.

Demand Right. If (i) Following the earlier of (x) the expiration of the Offering Restricted Period following the Offering or (y) 24 months following the Closing Date, upon the written request of the Lead Principal Company Shareholder (a “Demand Not ice”) (a copy of which shall be provided by tie Lead Principal Company Shareholder to each other Principal Company Shareholder), Argon shall cooperate to effect one secondary offering of Specified Shares held by Principal Company Shareholders (a “Demand Offering”) as to the number of Specified Shares specified in such request. Such request for a Demand Offering shall specify the number of Specified Shares proposed to be offered for sale (the “Demand Offering Shares’’) and shall also specify the intended method of distribution thereof. The Lead Principal Company Shareholder shall have the right to designate any of the following international or Japanese banks as lead underwriters in a Demand Offering: Citigroup, Credit Suisse, Deutsche Bank, Gxxxxxx Sxxxx, JX Xxxxxx, Lxxxxx, Lxxxxx Bxxxxxxx, Xxxxxxx Xxxxx, Mizuho, Mxxxxx. Stanley, Nikko Citi and Nomura or their successors. (ii) Argon shall use reasonable efforts to prepare and file offering materials, including a statutory prospectus, for any Demand Offering as promptly as reasonably practicable following delivery of the Demand Notice, and shall use reasonable efforts to make such offering materials effective with the applicable regulatory authorities and under applicable law and shall make any other filings required under applicable Jaws and regulations to be made by the Company in connection with the Demand Offering, including the filing of securities notices, Argon shall supplement or make amendments to such offering materials as may be necessary to correct any material misstaternent or omission contained therein, until such time as the Demand Offering is completed. Argon shall furnish to the Principal Company Shareholders copies of any such supplement or amendment prior to its being used, (iii) Any Principal Company Shareholder that elects to participate in a Demand Offering (including any Demand Offering exercised pursuant to Section 6(a)(v)) may withdraw its Shares from such Demand Offering at any time prior to the Termination Date, a registration statement under the Securities Act covering the issuance and resale commencement of the Warrant Demand Offering; provided, however, that such Demand Offering shall nonetheless count as the Demand Offering for the purpose of this Section 6(a) unless the Lead Principal Company Shareholder withdraws its Shares is not effective, in such a manner prior to the Company, upon written demand (“Demand Notice”) commencement of the Holder(smarketing for such Demand Offering, in which case such Demand Offering shall be terminated and shall not count as the Demand Offering for the purpose of this Section 6(a). (iv) of at least 51Argon shall be required to effect only one Demand Offering pursuant to this Section 6(a) (including any Demand Offering exercised pursuant to Section 6(a)(v)), except that if the lead underwriter participating in the Demand Offering shall cut back by more than 30% of the Warrant (measured by the number of Warrant Demand Offering Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register (the “Demand Registration”) under the Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders be offered in the Demand Notice. Upon its receipt of the Demand NoticeOffering as provided in Section 6{b) below, the Lead Principal Company will use its commercially reasonable efforts Shareholder shall have one additional right to file make a registration statement under the Securities Act covering the Registrable Securities within thirty days after receipt of the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective Offering as soon as possible thereafter. The Demand Notice provided in this Section 6(a); provided, however, that in no event shall specify the number of shares of Registrable Securities proposed to Argon be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. The Company shall not be obligated required to effect more than two Demand Offerings pursuant to this Section 6(a) (including any Demand Offering exercised pursuant to Section 6(a)(v)). (v) In addition to the right of the Lead Principal Company Shareholder to effect up to two Demand Offerings pursuant to this Section 6(a), each of Masco Corporation (“Masco”) and DaimJerChrysler Corporation (“DCX”‘) has a similar right to effect up to two demand offerings of either Shares or shares of Argon preferred stock pursuant to its respective Other Preferred Stock Purchase Agreement (collectively, each an “Other Demand Right”). If (i) one of the foregoing parties validly exercises an Other Demand Right in respect of Shares and (1ii) Demand Registration the Lead Principal Company Shareholder at such time continues to have the right under this Section 5(a6(a) to effect a Demand Offering, then Argon promptly shall notify the Lead Principal Company Shareholder of the exercise of such Other Demand Right and she Principal Company Shareholders shall have the right to participate in the offering of Shares being effected thereby by the Lead Principal Company Shareholder delivering written notice to Argon within ten business days of receipt thereof of its election to so offer Shares; provided that any such election, to so participate shall be deemed an exercise by the Lead Principal Company Shareholder of its right under this Section 6 (a) to effect a Demand Offering and otherwise shall be effected in accordance with this Section 6(a). The holders of Other Demand Rights also shall have a similar right to participate in a Demand Offering effected by the Principal Company Shareholders pursuant to this Agreement. In no event shall Shares and shares of Argon preferred stock be offered in the same Demand Offering except with the approval of Argon and the Lead Principal Company Shareholder. ''Priority Shares” means fur purposes of this Agreement, as applicable, any Shares offered by the Principal Company Shareholders. Masco or DCX, in each case in an offering effected cither pursuant to this Section 6(a) or pursuant to the exercise of an Other Demand Right by Masco or DCX.

Demand Right. If at any time prior to the Termination Date, Investors may make a written request for ------------ registration statement under the Securities Act covering the issuance and resale of the Warrant all or part of its or their Registrable Shares is not effective, the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of the Warrant (measured by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register (the “a "Demand Registration”"); provided, however, that (i) under the Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Notice, the Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering the Registrable Securities within thirty days after receipt of the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. The Company shall not be obligated to effect more than one Demand Registration for Investors other than Prudential in any twelve month period and with respect to Prudential more than one Demand Registration in any twelve month period (1subject, however, to Prudential's right to request a second Demand Registration within such twelve month period with respect to Registrable Securities held by it as provided in the last sentence of this subsection 1.2(a)), (ii) the number of Registrable Shares proposed to be sold by the Investors making such written request shall have an estimated market value at the time of such request (based upon the then market price of a Company Share) of at least $10,000,000 and (iii) an Investor shall be entitled to make or join in a maximum of two Demand Registrations. Subject to the foregoing, the number of Demand Registrations which may be made during the Supplemental Rights Period pursuant to this Section 1.2(a) shall be unlimited. The Company shall (subject to Section 1.6 hereof) file any registration statement required by this paragraph with the SEC within thirty (30) days of receipt of the requisite Investor request and shall use its reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable thereafter. The Company shall (subject to Section 1.6 hereof) use its reasonable efforts to keep each such registration statement filed hereunder continuously effective for a period of 90 days, unless such offering is an underwritten offering and the managing underwriter requires that the registration statement be kept effective for a longer period of time, in which event for such longer period up to 120 days (such period, in each case, to be extended by the number of days, if any, during which Investors were not permitted to make offers or sales under such registration statement by reason of Section 1.6). The Company may elect to include in any such registration statement additional Common Shares to be issued by the Company subject, in the case of an underwritten secondary Demand Registration, to cutback by the managing underwriters. A registration shall not constitute a Demand Registration under this Section 5(a)1.2(a) until it has been declared effective. Notwithstanding the foregoing, Prudential may request a second Demand Registration within a twelve month period (subject to the $10,000,000 limitation set forth above) provided that the Company shall not be obligated to file a registration statement pursuant to any such Demand Registration within six months after the effective date of any earlier registration statement filed by the Company so long as Prudential was given a notice offering it the opportunity to sell its Registrable Shares under the earlier registration statement and Prudential did not request that all of its Registrable Shares be included; provided, however, that this limitation shall not apply if Prudential requested that all or a part of its Registrable Shares be included in the earlier registration statement but not all or such part were so included due to no fault of Prudential.

Demand Right. If The Holders of at least a majority of the Registrable Securities then outstanding have the right to make up to two (2) separate demands for the Company to file an S-1 Registration Statement having an anticipated aggregate offering price, net of Selling Expenses (as defined below), of at least $10 million under the terms of this Agreement. In addition to the above demand rights, at any time prior the Company is eligible to use a Form S-3 Registration Statement, the Termination Holders of at least a majority of the Registrable Securities then outstanding will have also the right to make up to an additional two (2) demands within any twelve (12) month period for the Company to file an S-3 Registration Statement having an anticipated aggregate offering price, net of Selling Expenses, of at least $10 million under the terms of this Agreement. Commencing on the Initial Rights Date, the aforementioned groups of Holders of at least a registration statement under the Securities Act covering the issuance and resale majority of the Warrant Shares is not effectiveRegistrable Securities then outstanding (a “Requesting Group”) shall have the right, by written notice to the Company, upon written demand signed by such Holders (the “Demand Notice”) of ), to request the Holder(s) of at least 51% of Company to register for resale all the Warrant (measured Registrable Securities included by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register Requesting Group in the Demand Notice (the “Demand RegistrationShares”) under and in accordance with the provisions of the Securities Act, all or any portion of Act by filing with the Warrant Shares requested by Commission a Registration Statement covering the Majority Holders in the Demand Notice. Upon its receipt resale of the Demand NoticeShares (the “Demand Registration Statement”). A copy of the Demand Notice also shall be provided by the Company to each of the other Holders who will have fifteen (15) days to notify the Company in writing to include their Registrable Securities as part of the Demand Shares, the failure of which, however, shall not in any way affect the rights of the Requesting Group pursuant to this Subsection 2.1. The Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering Demand Registration Statement within forty-five (45) days of the Registrable Securities within thirty days after receipt of the Demand Notice, provided if the Demand Notice and is given within the forty-five (45) days after the end of a fiscal year of the Company, then the Company will use its reasonably commercial efforts to file the Demand Registration Statement within ninety (90) days following such fiscal year end. The Company shall use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in cause the Demand Registration (each such holder including shares of Registrable Statement to be declared effective under the Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days Act as promptly as practicable after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled filing thereof and to have their Registrable Securities included in keep the Demand RegistrationRegistration Statement continuously effective under the Securities Act during the Effectiveness Period. The Company A demand for registration under this Subsection 2.1 shall not be obligated deemed made for purposes of this Subsection 2.1 until such time as the applicable Registration Statement has been declared effective by the Commission, unless the Requesting Group withdraw their request for such registration and elect not to effect more than pay the registration expenses therefor, in which case the Holders will forfeit their right to one (1) Demand demand Registration under Statement pursuant to this Section 5(a)Subsection 2.1.

Demand Right. If at the time an Incentive Payment is made to Seller, Seller and/or any time prior of the Members are (i) deemed an "affiliate" as defined under Rule 144 of the Securities Act and (ii) subject to the Termination Datevolume limitations set forth in Rule 144(e) (a "Triggering Event"), Seller may require that Hypercom prepare and file with the SEC a registration statement (the "Resale Registration Statement") with respect to all or some of the Registrable Securities and the shares of Hypercom Common Stock issued to Seller on an Incentive Payment Date (collectively, the "Acquisition Shares"). Hypercom will use its best efforts to effect the registration under the Securities Act covering by performing the issuance following: (a) Within ninety (90) days following a Triggering Event (or 180 days if Hypercom is in the process of or contemplating filing a registration statement for a public offering and resale does so within 60 days of the Warrant Shares is not effectiveTriggering Event), Hypercom will diligently prepare and file with the Company, upon written demand SEC a Resale Registration Statement and use all reasonable efforts to cause such registration statement to become and remain effective until the earlier of (“Demand Notice”i) two years after effectiveness of the Holder(sResale Registration Statement or (ii) of at least 51% until Seller and the Members are free to resell the Acquisition Shares pursuant to Rule 144(k). (b) Hypercom will as expeditiously as possible prepare and file with the SEC such amendments and supplements to the Resale Registration Statement and the prospectus used in connection therewith as may be necessary to update and keep such registration statement 37 45 effective and to comply with the provisions of the Warrant Securities Act with respect to the sale of all securities covered by such registration statement. (measured by c) Hypercom will notify Seller upon discovery that the prospectus included in the Resale Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of Seller promptly (with due regard to the event giving rise to the need for an amendment or supplement) prepare and furnish to it a reasonable number of Warrant copies of a supplement to or an amendment of such prospectus as may be necessary so that such prospectus will not include 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 in light of the circumstances under which they were made; provided that, after such notification and until such supplement or amendment has been so delivered, Seller will not deliver or otherwise use the original prospectus. (d) Hypercom will cause to be furnished to Seller a conformed copy of the Resale Registration Statement and of each amendment and supplement thereto (in each case including all exhibits) and such number of copies of the preliminary and final prospectuses and any other prospectus filed under Rule 424 as Seller may reasonably request in order to facilitate the sale of the Acquisition Shares. Seller will comply with all prospectus delivery requirements under the Securities Act. It will be a condition to Hypercom's obligations to effect registration of the Acquisition Shares thereunderthat Seller provide Hypercom with all material facts including, without limitation, furnishing such certificates, questionnaires, and legal opinions as may be required by Hypercom concerning the Acquisition Shares to be registered which are reasonably required to be stated in the Resale Registration Statement or in the prospectus or are otherwise required in connection with the offering. (e) (“Majority Holders”), agrees to Hypercom will as expeditiously as possible use its commercially reasonable efforts to register (the “Demand Registration”) under the Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Notice, the Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering qualify the Registrable Securities within thirty days after receipt covered by the Resale Registration Statement under the securities or Blue Sky laws of such state as the Seller shall reasonably request, and do any and all other acts and things that may be necessary or desirable to enable the Seller to consummate the public sale or other disposition in such states of the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt owned by the holder of the notice from the Company. Upon any such requestSeller; provided, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. The Company however, that Hypercom shall not be obligated to effect more than one (1) Demand Registration under required in connection with this Section 5(a)9.2 to qualify as a foreign corporation, subject itself to taxation, or execute a general consent to service of process in any jurisdiction. (f) Hypercom will cause all such Registrable Securities to be listed on The New York Stock Exchange or other exchange or trading system on which its Common Stock regularly trades. (g) In the event of an underwritten public offering, Hypercom will enter into and perform its obligations under an underwriting agreement in customary form with the managing underwriter of such offering. (h) If Hypercom has delivered preliminary or final prospectuses to the Seller and after having done so the prospectus is amended to comply with the requirements of the

Demand Right. If If, at any time prior to during the Termination DateRegistration Period, the Company shall receive a written request ("Demand Request") from an Initial Stockholder for the registration statement under the Securities Act covering the issuance and resale of any or all of the Warrant Registerable Shares is not effectiveof the Initial Stockholder, then the Company, upon written demand (“Demand Notice”) the terms and subject to the conditions set forth in this Section 6.2, shall use its best efforts to cause all such Registerable Shares to be registered in an appropriate registration statement of the Holder(s) of at least 51% of the Warrant (measured SEC 8 12 as shall be selected by the number of Warrant Shares thereunder) (“Majority Holders”)Company, agrees provided that if the Company is eligible to use Form S-3 (or any successor form thereto) for such registration, then such registration statement shall be used unless such form is inappropriate or the Company desires to use a different form. If an Initial Stockholder intends for the public offering covered by its commercially reasonable efforts Demand Request to occur by means of an underwriting, it shall so advise the Company as a part of its Demand Request, and the managing underwriter of such underwritten public offering shall be selected by such Initial Stockholder and shall be reasonably acceptable to the Company. The Company shall be obligated to register (the “Demand Registration”) Registerable Shares of any Initial Stockholder under the Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Notice, the Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering the Registrable Securities within thirty days this Section 6.2 after receipt of the a Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofRequest on one occasion per Initial Stockholder only. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included include in any registration statement filed pursuant to this Section 6.2 additional shares of capital stock for its own account and for the Demand Registrationaccount of its other security holders. The If the managing underwriter advises the Company in writing that the inclusion of any or all such additional shares of capital stock would materially adversely affect the marketing of the public offering of the Registerable Shares of any Initial Stockholder, then the Company shall not be obligated entitled to effect more than one include such additional shares of capital stock in any such registration statement to the extent the managing underwriter advises. Notwithstanding the provisions of this Section 6.2, the Company shall have the right to delay or suspend the filing of a registration statement for up to ninety (190) Demand Registration days from the time the filing thereof would otherwise be required under this Section 5(a)6.2 if, in the good faith determination of the Company's board of directors, such registration would be seriously detrimental to the Company and its stockholders or would materially adversely affect the business, affairs, properties, financial condition, results of operations or prospects of the Company or any pending or proposed acquisition, merger, reorganization, recapitalization or other transaction or public offering of the Company's securities, or would require premature disclosure thereof not in the best interests of the Company; provided, however, that the Company shall not be entitled to exercise this right more than once.

Demand Right. If (i) Commencing 90 days after the occurrence of the Initial Public Offering (subject to any lock-up agreement under Section 2(f) that may be in effect), Holders who beneficially own at any time prior least 25% of the total outstanding Registrable Securities (assuming exercise of all Warrants) referred to in clauses (a)-(e) of the Termination Date, a registration statement definition thereof (the "Demanding Holders") shall have the right to require the Company to register under the Securities Act covering the issuance and resale of the Warrant Shares is not effective, the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of the Warrant (measured by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register (the “Demand Registration”) under the Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Notice, the Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering the Registrable Securities within thirty days after receipt of the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s number of Registrable Securities as such Demanding Holders shall designate for sale in a written request to the Company (the "Demand Registration"); provided, however, that the Company shall have the right to delay the Demand Registration (each such holder including shares for an aggregate of Registrable Securities in such registration, a “Demanding Holder”) shall so notify up to 60 days if the Board of Directors of the Company within fifteen days after the receipt by the holder determines in good faith (a "Registration Delay Determination") that (i) required disclosure of the notice from information in any related Registration Statement, Prospectus or prospectus supplement at such time would have a material adverse effect on the Company. Upon any 's business, operations or prospects or (ii) a material business transaction that has not yet been publicly disclosed would be required to be disclosed in a Registration Statement, Prospectus or prospectus supplement and such request, disclosure would jeopardize the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registrationsuccess of such transaction. The Company shall not be obligated required to effect more than one Demand Registration. (1ii) The Company will not, without the written consent of a majority in interest of the Demanding Holders, include in any Demand Registration under securities for sale for the account of any Person (including the Company) other than the Demanding Holders, except that the Company shall include securities held by other holders of securities of the Company from time to time having the contractual right to be so included (subject to the applicable provisions of this Section 5(aAgreement).

Demand Right. If at Holder or any time prior permitted assignee of Holder who holds in excess of 1,000,000 Registrable Securities may make a written request to the Termination Date, Company for registration of a registration statement minimum of 1,000,000 of the Registrable Shares under the Securities Act covering and the issuance and resale securities or "blue sky" laws of the Warrant Shares is not effective, the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of the Warrant (measured any jurisdictions designated by the number holder of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register Registrable Securities making such request (the “"Demand"). Each Demand Registration”) under the Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Notice, the Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering the Registrable Securities within thirty days after receipt of the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities Shares proposed to be sold and shall also specify the intended method(s) method of distribution disposition thereof. The Upon receipt of a Demand, the Company will notify shall, as promptly as possible (but in no event later than 14 days prior to the filing of the registration statement relating to such Demand), give written notice of such Demand to all holders of the Warrants and Warrant Shares of the demand within ten Registrable Securities. Within 14 days from the date of the after receipt of any the Demand Notice. Each such notice, each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any number of Registrable Shares, if any, that such request, the Demanding Holders shall be entitled holder wishes to have their Registrable Securities included in the Demand Registration. Promptly upon receiving the Demand and in accordance with the procedures set forth in Section 4 of this Agreement, the Company shall use its reasonable commercial efforts to effect the registration under the Securities Act of all Registrable Shares requested to be registered so as to permit the disposition thereof (in accordance with the methods described in the Demand). The registration of the Registrable Shares so effected by the Company pursuant to this Section is referred to herein as a "Demand Registration." Notwithstanding the foregoing, the Company shall not be obligated required to (i) effect more than one two (12) Demand Registrations with respect to the Registrable Shares in the aggregate for Holder and all permitted assignees who are holders of Registrable Securities, (ii) effect any registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration unless the Company is already subject to service of process in such jurisdiction or (iii) effect a Demand Registration under pursuant to a request for such received by the Company until ninety (90) days shall have elapsed following the effective date of a registration statement previously filed by the Company pursuant to this Section 5(a)3.1. In addition, if (i) counsel to the Company (which counsel shall be experienced in securities law matters and of national reputation) has determined in good faith that the Company then is unable to comply with its disclosure obligations (because it would otherwise need to disclose material information which the Company has a BONA FIDE business purpose for preserving as confidential) or Commission requirements in connection with a registration statement and (ii) the Company shall have provided Holder notice of the determination contemplated by clause (i) above within five (5) Business Days of such determination, then the Company shall not be required to file a registration statement pursuant to this Section 3.1 for a period expiring upon the earlier to occur of (x) the date on which such material information is disclosed to the public or ceases to be material or the Company is able to comply with its disclosure obligations and Commission requirements or (y) 60 days after counsel to the Company makes such good faith determination.

Demand Right. If at any time prior to the Termination Date, Holders may make a written demand for registration statement under the Securities Act covering the issuance and resale of all or part of the Warrant Shares is not effective, Registrable Securities (a "Demand Registration") and upon such demand the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of the Warrant (measured by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts Company shall be obligated to register (the “Demand Registration”) under the such Registrable Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Notice, the Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering in accordance with the Registrable Securities within thirty days after receipt provisions of this Agreement; provided, however, that (i) the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. The Company shall not be obligated to effect more than one Demand Registration for Holders in any twelve month period, and (1ii) the number of Registrable Securities proposed to be sold by the Holders making such written request either (i) shall be all the Registrable Securities owned by all holders of Registrable Securities, or (ii) shall have an estimated market value at the time of such request (based upon the then market price of a share of Common Stock) of at least $1,000,000. The Company shall file any registration statement required by this Section 3.1(a) (a "Demand Registration Statement") with the SEC within thirty (30) days of receipt of the requisite Holder demand and shall use its reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. The Company shall use its reasonable efforts to keep each such Demand Registration Statement continuously effective for a period of ninety (90) days, unless the offering pursuant to the Demand Registration Statement is an underwritten offering and the managing underwriter requires that the Demand Registration Statement be kept effective for a longer period of time, in which event the Company shall maintain the effectiveness of the Demand Registration Statement for such longer period up to one hundred twenty (120) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof). The Company may elect to include in any Demand Registration Statement additional shares of Common Stock to be issued by the Company , subject, in the case of an underwritten secondary Demand Registration, to cutback by the managing underwriters. A registration shall not constitute a Demand Registration under this Section 5(a)3.1(a) until the Demand Registration Statement has been declared effective.

Demand Right. If at any time prior to during the Termination period commencing two (2) years after the Closing Date and ending the earlier of (i) eight years after the Closing Date, a registration statement under the Securities Act covering the issuance and resale or (ii) 90 days after Seller's beneficial ownership of the Warrant Shares is not effective, the Company, issued pursuant to this Agreement (including upon written demand (“Demand Notice”) conversion of the Holder(sConvertible Note) of at least 51constitutes less than 10% of the Warrant then outstanding shares of Common Stock of Marcxx, Xxxxxx xxxll receive a written request (measured by "Demand Request") from Seller for the number registration of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register (the “Demand Registration”) under the Securities Act, all or any portion of the Warrant Shares requested by it receives in connection with this Agreement (the Majority Holders in "Registration Shares"), provided, that at the Demand Notice. Upon its receipt time of the Demand NoticeRequest, at least a majority of the Company will total Shares issued pursuant to this Agreement (including upon conversion of the Convertible Note) are still held of record by Seller, then Marcxx, xxon the terms and subject to the conditions set forth in this Section 10.6, shall use its commercially reasonable it best efforts to file a cause all Registration Shares to be registered in an appropriate registration statement of the SEC as shall be selected by Marcxx, xxovided that if Marcxx xx eligible to use Form S-3 (or any successor form thereto) for such registration, then such registration statement shall be used unless such form is inappropriate or Marcxx xxxires to use a different form. If Seller intends for the public offering covered by its Demand Request to occur by means of an underwriting, it shall so advise Marcxx xx a part of its Demand Request, and the managing underwriter of such underwritten public offering shall be selected by Seller and shall be reasonably acceptable to Marcxx. Xarcxx xxxll be obligated to register Shares under the Securities Act covering the Registrable Securities within thirty days this Section 10.6(b) after receipt of a Demand Request on one occasion only. Marcxx xxxll be entitled to include in any registration statement filed pursuant to this Section 10.6(b) additional shares of Common Stock for its own account and for the Demand Notice and use account of its commercially reasonable efforts other security holders. If the managing underwriter advises Marcxx xx writing that the inclusion of any or all such additional shares of Common Stock would materially adversely affect the marketing of the public offering of the Shares, then Marcxx xxxll not be entitled to have include such additional shares of Common Stock in any such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify to the number of shares of Registrable Securities proposed to be sold and extent the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5(a).managing

Demand Right. If at any time prior Subject to the Termination Dateprovisions of Section 3.1 hereof, holders may make a written demand for registration statement under the Securities Act covering the issuance and resale of all or part of the Warrant Shares is not effective, Registrable Securities (a "Demand Registration") and upon such demand the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of the Warrant (measured by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts Company shall be obligated to register (the “Demand Registration”) under the such Registrable Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Notice, the Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering in accordance with the Registrable Securities within thirty days after receipt provisions of this Agreement; provided, however, that (i) the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. The Company shall not be obligated to effect more than one Demand Registration for Holders in any twelve month period, and (1ii) the number of Registrable Securities proposed to be sold by the Holders making such written request either (i) shall be all the Registrable Securities owned by all holders of Registrable Securities, or (ii) shall have an estimated market value at the time of such request (based upon the then market price of a share of Common Stock) of at least $2,000,000. The Company shall file any registration statement required by this Section 3.1(a) (a "Demand Registration Statement") with the SEC within thirty (30) days of receipt of the requisite Holder demand and shall use its reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. The Company shall use its reasonable efforts to keep each such Demand Registration Statement continuously effective for a period of ninety (90) days, unless the offering pursuant to the Demand Registration Statement is an underwritten offering and the managing underwriter requires that the Demand Registration Statement be kept effective for a longer period of time, in which event the Company shall maintain the effectiveness of the Demand Registration Statement for such longer period up to one hundred twenty (120) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof). The Company may elect to include in any Demand Registration Statement additional shares of Common Stock to be issued by the Company, subject, in the case of an underwritten secondary Demand Registration, to cutback by the managing underwriters. A registration shall not constitute a Demand Registration under this Section 5(a)3.1(a) until the Demand Registration Statement has been declared effective.

Demand Right. If Commencing on the date that is one hundred eighty (180) days after the Company becomes a Reporting Company, the Holders, together with the Investors, as a group representing at any time prior to the Termination Date, a registration statement under the Securities Act covering the issuance and resale least 50% of the Warrant Shares is not effectiveRegistrable Securities, including the Registrable Securities of the Investors (a “Requesting Group”), shall have a separate one-time right, by written notice to the Company, upon written demand signed by such Holders (the “Demand Notice”) of ), to request the Holder(s) of at least 51% of the Warrant (measured Company to register for resale all Registrable Securities included by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register Requesting Group in the Demand Notice (the “Demand RegistrationShares”) under and in accordance with the provisions of the Securities Act, all or any portion Act by filing with the Commission a Registration Statement covering the resale of such Demand Shares (the Warrant Shares requested by the Majority Holders in the “Demand NoticeRegistration Statement”). Upon its receipt A copy of the Demand NoticeNotice also shall be provided by the Company to each of the other Holders who will have fifteen (15) days to notify the Company in writing to include their Registrable Securities as part of the Demand Shares, the failure of which, however, shall not in any way affect the rights of the Requesting Group pursuant to this Section 2(a). The Demand Registration Statement required hereunder shall be on any form of registration statement then available for the registration of the Registrable Securities, as selected by the Company in accordance with applicable law and regulation. The Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering Demand Registration Statement within forty-five (45) days of the Registrable Securities within thirty days after receipt of the Demand Notice, provided if the Demand Notice and is given within the forty-five (45) days after the prior fiscal year end, then the Company will use its reasonably commercial efforts to file the Demand Registration Statement within ninety (90) days of the fiscal year end of the Company. The Company shall use its commercially reasonable efforts to have such registration statement cause the Demand Registration Statement to be declared effective under the Securities Act as soon promptly as possible thereafterpracticable after the filing thereof and to keep the Demand Registration Statement continuously effective under the Securities Act during the Effectiveness Period. The Demand Notice shall specify Notwithstanding anything in this Section 2 to the number contrary, and for the avoidance of shares doubt, the demand registration right of the Holders of Registrable Securities proposed under this Agreement is tied to and shall be sold and exercised in conjunction with the intended method(s) of distribution thereof. The Company will notify all holders demand registration right in favor of the Warrants Investors pursuant to the Investor Registration Agreement, and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants is not distinct, separate or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5(a)separable therefrom.

Demand Right. If the Company shall receive from Initiating Holders (as defined in Section 10) at any time prior or times a written request that the Company effect any registration with respect to Registrable Securities (the "Demand Request"), in an offering to be firmly underwritten by underwriter(s) selected by the Initiating Holders (which underwriter(s) shall be reasonably acceptable to the Termination Date, a registration statement under Company) the Securities Act covering the issuance and resale Company shall: (i) promptly give written notice of the Warrant Shares is not effectiveproposed registration to all other holders of Registrable Securities ("Notice of Demand Request"); and (ii) as soon as practicable, the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of the Warrant (measured by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register (the “Demand Registration”) under the Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Notice, the Company will use its commercially reasonable best efforts to file a registration statement under the Securities Act covering the Registrable Securities within thirty days after receipt so requested to be registered and to effect such registration including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act of 1933 (the "Securities Act") and as would permit or facilitate the sale and distribution of all of such Registrable Securities as are specified in such request, together with all or such portion of the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number Registrable Securities of shares any other holders of Registrable Securities proposed to be sold and joining in such request as are specified in a written request received by the intended method(sCompany within twenty (20) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from after the date of the receipt Notice of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand RegistrationRequest. The Company shall not only be obligated required to effect more than one (1) Demand Registration under effect, pursuant to this Section 5(a)1, four (4) registrations of Registrable Securities. A requested registration shall not count for these purposes unless (A) such registration statement has been declared effective and an offering closed in which at least 90% of the Registrable Securities requested to be included in such registration by the Initiating Holders shall have been sold or (B) the registration has been withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses pursuant to Section 4 hereof in circumstances in which they were required to bear such expenses. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Sections 1(b) and (7) hereof and the prior written consent of the Initiating Holders, include other securities of the Company, with respect to which registration rights have been granted, and may include securities of the Company being sold for the account of the Company, provided that all the Registrable Securities for which the Initiating Holders have requested registration shall be covered by such registration statement before any such other securities are included.

Demand Right. If If, at any time prior to the Termination Expiration Date, the Company shall receive a written request ("Demand Request") from Holder for the registration of any or all the Warrant Shares, provided that at the time of the Demand Request at least a majority of the total Warrant Shares are still held of record by Holder, then the Company, upon the terms and subject to the conditions set forth in this Section 12(b), shall use its best efforts to cause all Warrant Shares to be registered in an appropriate registration statement of the SEC as shall be selected by the Company, provided that if the Company is eligible to use Form S-3 (or any successor form thereto) for such registration, then such registration statement shall be used unless such form is inappropriate or the Company desires to use a different form. If Holder intends for the public offering covered by its Demand Request to occur by means of an underwriting, it shall so advise the Company as a part of its Demand Request, and the managing underwriter of such underwritten public offering shall be selected by Holder and shall be reasonably acceptable to the Company. The Company shall be obligated to register the Warrant Shares under this Section 12(b) after receipt of a Demand Request on one occasion only. The Company shall be entitled to include in any registration statement filed pursuant to this Section 12(b) additional shares of Common Stock for its own account and for the account of its other security holders. If the managing underwriter advises the Company in writing that the inclusion of any or all such additional shares of Common Stock would materially adversely affect the marketing of the public offering of the Warrant Shares, then the Company shall not be entitled to include such additional shares of Common Stock in any such registration statement to the extent the managing underwriter advises. Notwithstanding the provisions of this Section 12(b), the Company shall have the right to delay or suspend the filing of a registration statement for up to ninety (90) days from the time the filing thereof would otherwise be required under this Section 12(b) if, in the Securities Act covering good faith determination of the issuance Company's board of directors, such registration would be seriously detrimental to the Company and resale its stockholders or would materially adversely affect the business, affairs, properties, financial condition, results of operations or prospects of the Company or any pending or proposed acquisition, merger, reorganization, recapitalization or other transaction or public offering of the Company's securities, or would require premature disclosure thereof not in the best interests of the Company; provided, however, that the Company shall not be entitled to exercise this right more than once. If this Warrant, or any portion thereof, and/or the Warrant Shares are at any time held by more than one person or entity, then the obligations of the Company under this Section 12(b) shall only apply to a "50% holder". The term "50% holder" as used in this Section 12(b) shall mean the holder or holders of at least 50% of the Warrant Shares is not effectiveand shall include any owner or combination of owners of such securities, the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of the Warrant (measured which ownership shall be calculated by determining the number of Warrant Shares thereunder) (“Majority Holders”)then held by such owner or owners, agrees to use its commercially reasonable efforts to register (the “Demand Registration”) under the Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Notice, the Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering the Registrable Securities within thirty days after receipt of the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon well as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares then issuable upon exercise of the demand within ten days from the date of the receipt of this Warrant (or any the Demand Notice. Each holder of Warrants successor Warrants) held by such owner or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5(a)owners.

Demand Right. If at any time prior to the Termination Date, Holders may make a written demand for registration statement under the Securities Act covering the issuance and resale of the Warrant Shares is not effective, the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of the Warrant (measured by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register (the “Demand Registration”) under the Securities Act, all or any portion part of the Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Notice, the Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering the Registrable Securities within thirty days after receipt of the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or (a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the "Demand Registration. The "); provided, however, that (i) the Company shall not be obligated to effect more than one Demand Registration for Holders in any twelve month period, and (1ii) the number of Registrable Securities proposed to be sold by the Holders making such written demand either (x) shall be all the Registrable Securities owned by all Holders of all Registrable Securities or (y) shall have an estimated market value at the time of such demand (based upon the then market price of a share of Common Stock) of at least $1,000,000. The Company shall file any registration statement required by this Section 3.1(a) (a "Demand Registration Statement") with the Commission within thirty (30) days of receipt of the requisite Holder demand and shall use its reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall use its reasonable efforts to keep each such Demand Registration Statement continuously effective for a period of forty five (45) days, unless the offering pursuant to the Demand Registration Statement is an underwritten offering and the managing underwriter requires that the Demand Registration Statement be kept effective for a longer period of time, in which event the Company shall maintain the effectiveness of the Demand Registration Statement for such longer period up to one hundred twenty (120) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof). The Company may elect to include in any Demand Registration Statement additional shares of Common Stock to be issued by the Company, subject, in the case of an underwritten secondary Demand Registration, to cutback by the managing underwriters. A registration shall not constitute a Demand Registration under this Section 5(a)3.1(a) until the Demand Registration Statement has been declared effective.

Demand Right. If (i) Following the earlier of (x) the expiration of the Offering Restricted Period following the Offering or (y) 24 months following the Closing Date, upon the written request of the Lead Principal Company Shareholder (a “Demand Notice”) (a copy of which shall be provided by the Lead Principal Company Shareholder to each other Principal Company Shareholder), Argon shall cooperate to effect one secondary offering of Specified Shares held by Principal Company Shareholders (a “Demand Offering”) as to the number of Specified Shares specified in such request. Such request for a Demand Offering shall specify the number of Specified Shares proposed to be offered for sale (the “Demand Offering Shares”) and shall also specify the intended method of distribution thereof. The Lead Principal Company Shareholder shall have the right to designate any of the following international or Japanese banks as lead underwriters in a Demand Offering: Citigroup, Credit Suisse, Deutsche Bank, Xxxxxxx Xxxxx, XX Xxxxxx, Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxx, Mizuho, Xxxxxx Stanley, Nikko Citi and Nomura or their successors. (ii) Argon shall use reasonable efforts to prepare and file offering materials, including a statutory prospectus, for any Demand Offering as promptly as reasonably practicable following delivery of the Demand Notice, and shall use reasonable efforts to make such offering materials effective with the applicable regulatory authorities and under applicable law and shall make any other filings required under applicable laws and regulations to be made by the Company in connection with the Demand Offering, including the filing of securities notices. Argon shall supplement or make amendments to such offering materials as may be necessary to correct any material misstatement or omission contained therein, until such time as the Demand Offering is completed. Argon shall furnish to the Principal Company Shareholders copies of any such supplement or amendment prior to its being used. (iii) Any Principal Company Shareholder that elects to participate in a Demand Offering (including any Demand Offering exercised pursuant to Section 6(a)(v)) may withdraw its Shares from such Demand Offering at any time prior to the Termination Date, a registration statement under the Securities Act covering the issuance and resale commencement of the Warrant Demand Offering; provided, however, that such Demand Offering shall nonetheless count as the Demand Offering for the purpose of this Section 6(a) unless the Lead Principal Company Shareholder withdraws its Shares is not effective, in such a manner prior to the Company, upon written demand (“Demand Notice”) commencement of the Holder(smarketing for such Demand Offering, in which case such Demand Offering shall be terminated and shall not count as the Demand Offering for the purpose of this Section 6(a). (iv) of at least 51Argon shall be required to effect only one Demand Offering pursuant to this Section 6(a) (including any Demand Offering exercised pursuant to Section 6(a)(v)), except that if the lead underwriter participating in the Demand Offering shall cut back by more than 30% of the Warrant (measured by the number of Warrant Demand Offering Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register (the “Demand Registration”) under the Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders be offered in the Demand Notice. Upon its receipt of the Demand NoticeOffering as provided in Section 6(b) below, the Lead Principal Company will use its commercially reasonable efforts Shareholder shall have one additional right to file make a registration statement under the Securities Act covering the Registrable Securities within thirty days after receipt of the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective Offering as soon as possible thereafter. The Demand Notice provided in this Section 6(a); provided, however, that in no event shall specify the number of shares of Registrable Securities proposed to Argon be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. The Company shall not be obligated required to effect more than one (1) two Demand Registration under Offerings pursuant to this Section 5(a6(a) (including any Demand Offering exercised pursuant to Section 6(a)(v)). (v) In addition to the right of the Lead Principal Company Shareholder to effect up to two Demand Offerings pursuant to this Section 6(a),

Demand Right. If at If, on any time prior one occasion during the period commencing on _________ __, 1998 and ending on _________ __, 2002, the Company shall receive a written request from Eligible Holders who in the aggregate own (or upon exercise of all Warrants then outstanding would own) a majority of the total number of shares of Common Stock then included (or upon such exercises would be included) in the Warrant Shares (the "MAJORITY HOLDERS"), to register the Termination Datesale of all or part of such Warrant Shares, the Company shall, as promptly as practicable, but in no event more than 90 days following the date of such request, prepare and file with the Commission a registration statement under sufficient to permit the Securities Act covering the issuance public offering and resale sale of the Warrant Shares is not effectivethrough the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors and counsel to cause such registration statement to become effective as promptly as practicable. All expenses incurred in connection with such registration shall be borne by the CompanyCompany (other than the fees and disbursements of counsel for the Eligible Holders and the underwriting discounts including a pro rata share of any expense allowance, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% if any, payable in respect of the Warrant (measured Shares sold by the number of Warrant Shares thereunder) (“Majority Holders”any Eligible Holder). Within five business days after receiving any request contemplated by this Section 5(b), agrees the Company shall give written notice to use its commercially reasonable efforts all the other Eligible Holders, advising each of them that the Company is proceeding with such registration and offering to register (the “Demand Registration”) under the Securities Act, include therein all or any portion of any such other Eligible Holder's Warrant Shares, provided that the Company receives a written request to do so from such Eligible Holder within 30 days after receipt by him or it of the Company's notice. Notwithstanding the foregoing, if at the time of any request to register Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Noticepursuant to this Section 5(b), the Company will use its commercially reasonable efforts to file a registration statement under is engaged in an activity which, in the Securities Act covering the Registrable Securities within thirty days after receipt good faith determination of the Demand Notice and use its commercially reasonable efforts Company's Board of Directors, would be adversely affected by the requested registration to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders material determent of the Warrants and Warrant Shares Company, then the Company may, upon giving written notice to the Eligible Holders, direct that such request be delayed for a period not in excess of the demand within ten days six months from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion commencement of such holder’s Registrable Securities in the Demand Registration (each material activity, such holder including shares of Registrable Securities in such registration, right to delay a “Demanding Holder”) shall so notify request to be exercised by the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5(a)once in any two-year period.

Demand Right. If (i) In the event that Knight has not had the opportunity to exercise and sell shares pursuant to the piggy-back registration rights granted to it pursuant to Section 2 hereof and Section 10(b) of the Subscription Agreement (other than as a result of the exercise by the Company or its managing directors of their respective purchase rights under Section 2(a)(ii) hereof) prior to the fifth anniversary of the initial U.S. registered public offering by the Company of its common stock, it shall have the right, at any time prior during the term hereof after such fifth anniversary, to exercise the demand right referred to in Section 10(b)(ii) of the Subscription Agreement by providing written notice (a "Disposition Notice") to the Termination DateCompany of its intention to exercise such demand right and specifying the number of shares of Common Stock sought to be disposed of and whether Knight desires that the offering be made in the United States and/or outside the United States. (ii) On receipt of a Disposition Notice, the Company may indicate, by written notice (a "Delay Notice") delivered to Knight within ten business days of receipt by the Company of the Disposition Notice, that Knight may not dispose of any Common Stock during a period of up to 90 days (as specified in the Delay Notice) following the Company's receipt of the Disposition Notice if, in the judgment of the Company in its sole discretion, such disposition would interfere with a public offering of the Company's securities to be made by the Company (within or outside the United States) during such specified period, and Knight shall have no right to proceed with the proposed distribution during such period (although Knight may otherwise be afforded piggy-back rights to participate in such public offering pursuant to Section 2 hereof). (iii) In the event the Company does not proceed with the filing of a registration statement under the Securities 1933 Act covering with respect to such a public offering or otherwise commence a public offering outside the issuance and resale United States within the period specified in the Delay Notice, Knight shall be entitled to deliver another Disposition Notice at the end of the Warrant Shares is specified period if Knight still desires to effect a disposition, and the Company shall have no further right to deliver a Delay Notice with respect to such intended distribution unless Knight has not effectivemade such distribution (other than due to the fault of the Company) within 90 days of delivery to the Company of the second Disposition Notice. (b) Following receipt of a Disposition Notice, if the Company does not deliver a Delay Notice, the Company may deliver a Purchase Notice or an MD Purchase Notice in the manner set forth in Section 2(a)(ii) hereof, and the Company, upon or the managing directors and the Company, as the case may be, shall have a period of ten business days following delivery of the Purchase Notice or MD Purchase Notice (as applicable) to consummate the purchase of the shares therein specified. In the event the Company specifies pursuant to the Purchase Notice or the MD Purchase Notice (as applicable) that only a portion of the shares the subject of the Disposition Notice are to be purchased, the Company shall be obligated to proceed at such time with the disposition in a widely dispersed public offering of the portion of the shares not specified to be purchased. The purchase price applicable to any purchase of shares of Common Stock pursuant to this paragraph (b) shall be the average closing price for the 20 trading days prior to the date of the Disposition Notice, less an amount equal to the gross underwriting discount that would be applicable to a widespread United States public offering on the date of the Purchase Notice with respect to such shares as justified in a written statement delivered by the Company and the Company Broker-Dealer to Knight. (c) In the event the Company registers Common Stock of Knight under the 1933 Act pursuant to the exercise of Knight's demand (“Demand Notice”right as set forth in Section 10(b) of the Holder(s) of at least 51% of Subscription Agreement and this Section 3 (in an offering within or outside the Warrant (measured by the number of Warrant Shares thereunder) (“Majority Holders”United States), agrees to the following procedures and agreements shall govern: (i) The Company will use its commercially reasonable best efforts to register prepare and file with the Securities and Exchange Commission (the “Demand Registration”"Commission") under a registration statement with respect to the Securities ActCommon Stock as promptly as practicable after the date on which the Company became obligated pursuant to Sections 3(a) or (b) above to participate in a public offering; provided, all or any portion of however, the Warrant Shares requested Company need not file such registration statement until it has received in writing from Knight the information required to be provided by the Majority Holders Knight for inclusion in the Demand Noticeregistration statement. Upon its receipt of Unless Knight and the Demand NoticeCompany otherwise agree, the Company will use its commercially reasonable best efforts to cause the registration statement to become effective as promptly as practicable following the date on which the registration statement is filed with the Commission. (ii) Following the effective date of the registration statement, the Company will prepare and file with the Commission such amendments or supplements to the registration statement (or to the prospectus forming a part thereof) as may be required pursuant to the underwriting agreement referred to below. (iii) The Company shall take such action as Knight or the representatives of the underwriters of the offering (the "Representatives") shall request to qualify the Common Stock to be disposed of for offering and sale under the securities laws of such United States jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit continuance of sales and dealings therein for such period as may be required pursuant to the underwriting agreement referred to below; provided, however, in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction. (d) In connection with any such offering the Company, Knight and the Representatives shall enter into a Standard Form underwriting agreement as provided in Section 2(b) above, except that Knight shall pay all expenses of the Company and Knight in connection with such offering, including the following: (i) the fees, disbursements and expenses of the Company's counsel(s) (United States and foreign) and accountants in connection with the registration statement of the Common Stock to be disposed of under the Securities 1933 Act covering and all other expenses in connection with the Registrable Securities within thirty days after receipt preparation, printing and filing of the Demand Notice registration statement, any preliminary prospectus or final prospectus, any other offering document and use its commercially reasonable efforts amendments and supplements thereto and the mailing and delivering of copies thereof to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number underwriters and dealers; (ii) the cost of shares printing or producing any agreement(s) among underwriters, underwriting agreement(s), any Blue Sky or Legal Investment memoranda, any selling agreements and any other documents in connection with the offering, sale or delivery of Registrable Securities proposed the Common Stock to be sold and disposed of; (iii) all expenses in connection with the intended method(s) of distribution thereof. The Company will notify all holders qualification of the Warrants Common Stock to be disposed of for offering and Warrant Shares sale under state securities laws, including the fees and disbursements of counsel for the underwriters in connection with such qualification and in connection with any Blue Sky and Legal Investment surveys; (iv) the filing fees incident to securing any required review by the National Association of Securities Dealers, Inc. of the demand within ten days from the date terms of the receipt sale of the Common Stock to be disposed of; (v) all costs and expenses of the underwriters which would otherwise be reimbursed or paid for by the Company; and (vi) all costs and expenses incident to the performance of Knight's obligations in connection with the offering, including (x) any fees and expenses of counsel(s) for Knight, (y) the fees and expenses of any attorney-in-fact or custodian for Knight or any depositary and (z) all expenses and taxes (domestic and foreign) incident to the Demand Notice. Each holder of Warrants or Warrant Shares who wishes sale and delivery by Knight to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder underwriters of the notice from the Company. Upon any such request, the Demanding Holders shall Common Stock to be entitled to have their Registrable Securities included in the Demand Registrationdisposed of. The Company shall not pay the costs and charges of any transfer agent or registrar and the cost of preparing certificates for shares of Common Stock to be obligated to effect more than one (1) Demand Registration under this Section 5(a)disposed of.

Demand Right. If at any time prior to during the Termination period commencing two (2) years after the Closing Date and ending the earlier of (i) eight years after the Closing Date, a registration statement under the Securities Act covering the issuance and resale or (ii) 90 days after Seller's beneficial ownership of the Warrant Shares is not effective, the Company, issued pursuant to this Agreement (including upon written demand (“Demand Notice”) conversion of the Holder(sConvertible Note) of at least 51constitutes less than 10% of the Warrant then outstanding shares of Common Stock of Marcum, Marcum shall receive a wrixxxx xxxxxxx (measured by "Demand Request") from Seller for the number registration of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register (the “Demand Registration”) under the Securities Act, all or any portion of the Warrant Shares requested by it receives in connection with this Agreement (the Majority Holders in "Registration Shares"), provided, that at the Demand Notice. Upon its receipt time of the Demand NoticeRequest, at least a majority of the Company will total Shares issued pursuant to this Agreement (including upon conversion of the Convertible Note) are still held of record by Seller, then Marcum, upon the terms and subject xx xxe conditions set forth in this Section 10.6, shall use its commercially reasonable it best efforts to file a cause all Registration Shares to be registered in an appropriate registration statement of the SEC as shall be selected by Marcum, provided that if Marcum is xxxxxble to use Form S-3 (xx xny successor form thereto) for such registration, then such registration statement shall be used unless such form is inappropriate or Marcum desires to use a different xxxx. If Seller intends for the public offering covered by its Demand Request to occur by means of an underwriting, it shall so advise Marcum as a part of its Demand Reqxxxx, and the managing underwriter of such underwritten public offering shall be selected by Seller and shall be reasonably acceptable to Marcum. Marcum shall be obligated xx xxgisxxx Xxares under the Securities Act covering the Registrable Securities within thirty days this Section 10.6(b) after receipt of the a Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafterRequest on one occasion only. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders Marcum shall be entitled to have their Registrable Securities included includx xx xny registration statement filed pursuant to this Section 10.6(b) additional shares of Common Stock for its own account and for the account of its other security holders. If the managing underwriter advises Marcum in writing that the Demand Registration. The Company inclusixx xx any or all such additional shares of Common Stock would materially adversely affect the marketing of the public offering of the Shares, then Marcum shall not be obligated entitled to effect inxxxxx such additional shares of Common Stock in any such registration statement to the extent the managing underwriter advises. Notwithstanding the provisions of this Section 10.6(b), Marcum shall have the right to delxx xx suspend the filing of a registration statement for up to 90 days from the time the filing thereof would otherwise be required under the Section 10.6(b) if, in the good faith determination of Marcum's board of directors, such xxxxxxxxtion would be seriously detrimental to Marcum and its stockholders or wouxx xxxerially adversely affect the business, affairs, properties, financial condition, results of operations or prospects of Marcum or any pending or proposed xxxxxxition, merger, reorganization, recapitalization or other transaction or public offering of Marcum's securities, or would requxxx xxxxature disclosure thereof not in the best interests of Marcum; provided, however, that Maxxxx xhall not be entitled to exxxxxxx this right more than one (1) Demand Registration under this Section 5(a)once.

Demand Right. If the Company shall receive from Initiating Holders (as defined in Section 10) at any time prior or times a written request that the Company effect any registration with respect to Registrable Securities (the "Demand Request"), in an offering to be firmly underwritten by underwriter(s) selected by the Initiating Holders (which underwriter(s) shall be reasonably acceptable to the Termination Date, a registration statement under Company) the Securities Act covering the issuance and resale Company shall: (i) promptly give written notice of the Warrant Shares is not effectiveproposed registration to all other holders of Registrable Securities ("Notice of Demand Request"); and (ii) as soon as practicable, the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of the Warrant (measured by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register (the “Demand Registration”) under the Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Notice, the Company will use its commercially reasonable best efforts to file a registration statement under the Securities Act covering the Registrable Securities within thirty days after receipt so requested to be registered and to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act of 1933 (the "Securities Act") and as would permit or facilitate the sale and distribution of all of such Registrable Securities as are specified in such request, together with all or such portion of the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number Registrable Securities of shares any other holders of Registrable Securities proposed to be sold and joining in such request as are specified in a written request received by the intended method(sCompany within twenty (20) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from after the date of the receipt Notice of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand RegistrationRequest. The Company shall not only be obligated required to effect more than one (1) Demand Registration under effect, pursuant to this Section 5(a)1, four (4) registrations of Registrable Securities. A requested registration shall not count for these purposes unless (A) such registration statement has been declared effective and an offering closed in which at least 90% of the Registrable Securities requested to be included in such registration by the Initiating Holders shall have been sold or (B) the registration has been withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses pursuant to Section 4 hereof in circumstances in which they were required to bear such expenses. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Sections 1(b) and (7) hereof and the prior written consent of the Initiating Holders, include other securities of the Company, with respect to which registration rights have been granted, and may include securities of the Company being sold for the account of the Company, provided that all the Registrable Securities for which the Initiating Holders have requested registration shall be covered by such registration statement before any such other securities are included.

Demand Right. If at any time prior to the Termination Date, Holders may make a written demand for registration statement under the Securities Act covering the issuance and resale of the Warrant Shares is not effective, the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of the Warrant (measured by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register (the “Demand Registration”) under the Securities Act, all or any portion part of the Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Notice, the Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering the Registrable Securities within thirty days after receipt of the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or (a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the "Demand Registration. The "); provided, however, that (i) the Company shall not be obligated to effect more than one Demand Registration for Holders in any twelve month period, and (1ii) the number of Registrable Securities proposed to be sold by the Holders making such written demand either (x) shall be all the Registrable Securities owned by all Holders of all Registrable Securities or (y) shall have an estimated market value at the time of such demand (based upon the then market price of a share of Common Stock) of at least $1,000,000. The Company shall file any registration statement required by this Section 3.1(a) (a "Demand Registration Statement") with the SEC within thirty (30) days of receipt of the requisite Holder demand and shall use its reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. The Company shall give written notice of the proposed filing of the Demand Registration Statement to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration and to register such number of shares of Registrable Securities as each such Holder may request. The Company shall use its reasonable efforts to keep each such Demand Registration Statement continuously effective for a period of forty five (45) days, unless the offering pursuant to the Demand Registration Statement is an underwritten offering and the managing underwriter requires that the Demand Registration Statement be kept effective for a longer period of time, in which event the Company shall maintain the effectiveness of the Demand Registration Statement for such longer period up to one hundred twenty (120) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof). The Company may elect to include in any Demand Registration Statement additional shares of Common Stock to be issued by the Company, subject, in the case of an underwritten secondary Demand Registration, to cutback by the managing underwriters. A registration shall not constitute a Demand Registration under this Section 5(a)3.1(a) until the Demand Registration Statement has been declared effective.

Demand Right. If at any time prior to the Termination Date, Each Holder may make a written demand for registration statement under the Securities Act covering the issuance and resale of all or part of the Warrant Shares is not effective, Registrable Securities (a "Demand Registration") and upon such demand the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of the Warrant (measured by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts Company shall be obligated to register (the “Demand Registration”) under the such Registrable Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Notice, the Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering in accordance with the Registrable Securities within thirty days after receipt provisions of this Agreement; provided, however, that (i) the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. The Company shall not be obligated to effect more than one Demand Registration for each Holder, and (1ii) the number of Registrable Securities proposed to be sold by each Holder making such written request either (x) shall be all the Registrable Securities owned by that Holder of Registrable Securities, or (y) shall have an estimated market value at the time of such request (based upon the then market price of a share of Common Stock) of at least $1,000,000. The Company shall file any registration statement required by this Section 3.1(a) (a "Demand Registration Statement") with the SEC within thirty (30) days of receipt of the requisite Holder demand and shall use its reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. The Company shall use its reasonable efforts to keep each such Demand Registration Statement continuously effective for a period of ninety (90) days, unless the offering pursuant to the Demand Registration Statement is an underwritten offering and the managing underwriter requires that the Demand Registration Statement be kept effective for a longer period of time, in which event the Company shall maintain the effectiveness of the Demand Registration Statement for such longer period up to one hundred twenty (120) days (such period, in each case, to be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof). The Company may elect to include in any Demand Registration Statement additional shares of Common Stock to be issued by the Company, subject, in the case of an underwritten secondary Demand Registration, to cutback by the managing underwriters. A registration shall not constitute a Demand Registration under this Section 5(a)3.1(a) until the Demand Registration Statement has been declared effective.