Common use of Demand Right Clause in Contracts

Demand Right. At or after the 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 written request (a “Demand Notice”) to the Company for Registration of all or part of the Registrable Securities held by such Demand Holders, provided that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company shall not be obligated to file (but 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 2.01(a).

Demand Right. At or after the 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), The Trust may make a written request (a “Demand Notice”) to for ------------ registration under the Company for Registration Securities Act of all or part of the its Registrable Securities held by such Demand Holders, provided that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 Shares (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “"Demand Registration”"). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, (i) the Company shall not be obligated to file effect more than one Demand Registration in any twelve month period, (but ii) the number of Registrable Shares proposed to be sold by the Trust upon written request shall have an estimated market value at the time of such request (based upon the then market price of a Share) of at least $10,000,000 and (iii) the Trust shall be obligated entitled to preparemake a maximum of two Demand Registrations. The Company shall (subject to Section 1.6 hereof) such Demand Registration Statement prior to file any registration statement required by this paragraph with the Effectiveness Date), SEC within thirty (30) days of receipt of the requisite Trust request and (y) shall use commercially its reasonable efforts to cause such Demand Registration Statement registration statement to become be declared effective under by the Securities ActSEC as soon as practicable thereafter. There 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 no limit on 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 Demand Notices that Holders may be days, if any, during which the Trust was not permitted to issue pursuant 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 shares of its common stock (the "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 2.01(a)1.2(a) until it has been declared effective.

Demand Right. At or Commencing on the date that is six (6) months after the Effectiveness Date, if there is no currently effective Shelf Registration Statement date on file with which the SEC, then except as provided in Section 2.02(aCompany becomes a Reporting Company and continuing for fifty-four (54) months thereafter (or until the earlier termination of the Holders’ rights under this Agreement), one or more 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, signed by such Holders (the “Demand HoldersNotice”) may, subject to Section 2.05(b), make a written to request (a “Demand Notice”) to the Company to register for Registration of resale all or part Registrable Securities included by the Requesting Group in the Demand Notice under and in accordance with the provisions of the Registrable Securities held Act by such Demand Holders, provided that such number of Registrable Securities is at least equal to filing with the Registrable Amount. Such registration shall be (i) on Form F-1 (Commission a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if Registration Statement covering the Company qualifies to use such short form for the Registration resale of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided). 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 Purchase Agreement. A copy of the Demand Notice also shall be provided by the Requesting Group to each of the other Holders, the failure of which, however, that 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 the Demand Registration Statement within 45 days of the receipt of the Demand Notice, provided if a the Demand Notice is delivered given within the 45 days after the prior to the Effectiveness Datefiscal year end, then the Company shall not be obligated will use its reasonably commercial efforts to file (but shall be obligated to prepare) such the Demand Registration Statement prior to within 120 days of the Effectiveness Date), and (y) fiscal year end of the Company. The Company shall use its commercially reasonable efforts to cause such the Demand Registration Statement to become be declared effective under the Securities Act. There Act as promptly as possible after the filing thereof and shall be no limit on keep the number Demand Registration Statement continuously effective under the Securities Act until the earlier of Demand Notices that Holders may be permitted to issue (i) the date when all Registrable Securities have been sold pursuant to this Section 2.01(a)the Demand Registration Statement or an exemption from the registration requirements of the Securities Act; (ii) the date that the Holders can sell all of their Registrable Securities, pursuant to Rule 144; and (iii) one (1) years from the effective date of the Registration Statement.

Demand Right. At Upon the written request of one or after the Effectiveness Date, if there is no currently effective Shelf 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 file with an appropriate form under the SEC, then except as provided in Section 2.02(a), one or more Holders Act for all of the Registrable Shares requested to be registered. Camden shall (the “Demand Holders”) may, subject to Section 2.05(b), make a written request (a “Demand Notice”1(g) to the Company for hereof) file any Registration of all or part of the Registrable Securities held Statement required by such Demand Holders, provided that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) this paragraph with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to within 30 days of receipt of the Effectiveness Date, the Company shall not be obligated to file (but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), requisite Investor request and (y) shall use commercially its reasonable efforts to cause such Demand Registration Statement to become be declared effective by the SEC 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, 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 ActAct upon such redemption, (B) the date on which such Investor has redeemed all of its Units and consummated the sale of any Registrable Shares received upon such redemption, if it receives Registrable Shares that are not registered under the Securities Act or (C) in connection with Registrable Shares received in the Merger, the date on which such Investor has consummated the sale of such Registrable Shares to a person or entity that is not an affiliate of Camden. There An Investor shall be no limit on the number of Demand Notices that Holders may be permitted entitled to issue make or join in a demand pursuant to this Section 2.01(a)1(b)(i) a maximum of two (2) times; provided, that any such demand shall be for the 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 counted for purposes of this limit.

Demand Right. At or after Subject to the Effectiveness Dateprovisions of Section 3.1 hereof, 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), holders may make a written request (a “Demand Notice”) to demand for registration under the Company for Registration Securities Act of all or part of the Registrable Securities held by (a "Demand Registration") and upon such Demand Holders, provided that such number of Registrable Securities is at least equal to demand the Registrable Amount. Such registration Company shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies obligated to use such short form for the Registration of register such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify under the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, Act in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) accordance with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provisions of this Agreement; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, (i) the Company shall not be obligated to file effect more than one Demand Registration for Holders in any twelve month period, and (but ii) the number of Registrable Securities proposed to be sold by the Holders making such written request either (i) shall be obligated 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 prepare) 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 prior continuously effective for a period of ninety (90) days, unless the offering pursuant to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such 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 become effective under the Securities Act. There shall one hundred twenty (120) days (such period, in each case, to be no limit on extended by the number of Demand Notices that days, if any, during which Holders may be were not permitted to issue pursuant 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 2.01(a)3.1(a) until the Demand Registration Statement has been declared effective.

Demand Right. At or after the 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), may make a written request (a “Demand Notice”) to demand for registration under the Company for Registration Securities Act of all or part of the Registrable Securities held by such Demand Holders, provided that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “"Demand Registration”"). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, (i) the Company shall not be obligated to effect more than one Demand Registration for Holders in any twelve month period, and (ii) 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 be obligated offer such Holders the opportunity to prepare) 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 prior continuously effective for a period of forty five (45) days, unless the offering pursuant to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such 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 become effective under the Securities Act. There shall one hundred twenty (120) days (such period, in each case, to be no limit on extended by the number of Demand Notices that days, if any, during which Holders may be were not permitted to issue pursuant 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 2.01(a)3.1(a) until the Demand Registration Statement has been declared effective.

Demand Right. At or after If, on any one occasion during the Effectiveness Dateperiod commencing on _________ __, if there is no currently effective Shelf Registration Statement 1998 and ending on file with _________ __, 2002, 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 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 “Demand Notice”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 Company for Registration sale of all or part of such Warrant Shares, the Registrable Securities held by Company shall, as promptly as practicable, but in no event more than 90 days following the date of such Demand Holdersrequest, provided that prepare and file with the Commission a registration statement sufficient to permit the public offering and sale of the Warrant Shares through 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 number of Registrable Securities is at least equal registration statement to the Registrable Amountbecome effective as promptly as practicable. Such All expenses incurred in connection with such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, borne by the Company (x) shall file promptly (andother than the fees and disbursements of counsel for the Eligible Holders and the underwriting discounts including a pro rata share of any expense allowance, if any, payable in respect of the Warrant Shares sold by any event, within (i) ninety (90) Eligible Holder). Within five business days in the case of a after receiving any request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Datecontemplated by this Section 5(b), the Company shall not be obligated give written notice to file (but shall be obligated all the other Eligible Holders, advising each of them that the Company is proceeding with such registration and offering to prepare) include therein all or any portion of any such Demand Registration Statement prior 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 Effectiveness Date)Company's notice. Notwithstanding the foregoing, and (y) shall use commercially reasonable efforts if at the time of any request 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 register Warrant Shares pursuant to this Section 2.01(a5(b), the Company is engaged in an activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material determent of the 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 six months from the date of commencement of such material activity, such right to delay a request to be exercised by the Company not more than once in any two-year period.

Demand Right. At or after the 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), Each Holder may make a written request (a “Demand Notice”) to demand for registration under the Company for Registration Securities Act of all or part of the Registrable Securities held by (a "Demand Registration") and upon such Demand Holders, provided that such number of Registrable Securities is at least equal to demand the Registrable Amount. Such registration Company shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies obligated to use such short form for the Registration of register such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify under the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, Act in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) accordance with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provisions of this Agreement; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, (i) the Company shall not be obligated to file effect more than one Demand Registration for each Holder, and (but ii) the number of Registrable Securities proposed to be sold by each Holder making such written request either (x) shall be obligated 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 prepare) 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 prior continuously effective for a period of ninety (90) days, unless the offering pursuant to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such 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 become effective under the Securities Act. There shall one hundred twenty (120) days (such period, in each case, to be no limit on extended by the number of Demand Notices that days, if any, during which Holders may be were not permitted to issue pursuant 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 2.01(a)3.1(a) until the Demand Registration Statement has been declared effective.

Demand Right. At or Commencing on the date that is one hundred eighty (180) days after the Effectiveness DateCompany becomes a Reporting Company, if there is no currently effective Shelf Registration Statement on file the Holders, together with the SECInvestors, then except as provided in Section 2.02(aa group representing at least 50% of the Registrable Securities, including the Registrable Securities of the Investors (a “Requesting Group”), one or more shall have a separate one-time right, by written notice to the Company, signed by such Holders (the “Demand HoldersNotice”), to request the Company to register for resale all Registrable Securities included by the Requesting Group in the Demand Notice (the “Demand Shares”) may, subject to Section 2.05(b), make under and in accordance with the provisions of the Securities Act by filing with the Commission a written request Registration Statement covering the resale of such Demand Shares (a the “Demand NoticeRegistration Statement”) to ). A copy of the Demand Notice also shall be provided by the Company for Registration to each of all or the other Holders who will have fifteen (15) days to notify the Company in writing to include their Registrable Securities as part of the Registrable Securities held by such Demand HoldersShares, provided that such number the failure of Registrable Securities is at least equal 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 Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if Securities, as selected by the Company qualifies in accordance with applicable law and regulation. The Company will use its commercially reasonable efforts to use such short form for file the Demand Registration Statement within forty-five (45) days of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities receipt of the Demand Holders to be registeredNotice, the intended methods of disposition thereof and the identity of provided if the Demand Holder(s). Subject to Section 2.05(b)Notice is given within the forty-five (45) days after the prior fiscal year end, after delivery of such Demand Notice, then the Company (x) shall will use its reasonably commercial efforts to file promptly (and, in any event, the Demand Registration Statement within (i) ninety (90) days in of the case fiscal year end of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company. The Company shall not be obligated to file (but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), and (y) shall use its commercially reasonable efforts to cause such the Demand Registration Statement to become be declared effective under the Securities ActAct as promptly as practicable after the filing thereof and to keep the Demand Registration Statement continuously effective under the Securities Act during the Effectiveness Period. There Notwithstanding anything in this Section 2 to the contrary, and for the avoidance of doubt, the demand registration right of the Holders of Registrable Securities under this Agreement is tied to and shall be no limit on exercised in conjunction with the number demand registration right in favor of Demand Notices that Holders may be permitted to issue the Investors pursuant to this Section 2.01(a)the Investor Registration Agreement, and is not distinct, separate or separable therefrom.

Demand Right. At Holder or after the Effectiveness Date, if there is no currently effective Shelf Registration Statement on file with the SEC, then except as provided any permitted assignee of Holder who holds in Section 2.02(a), one or more Holders (the “Demand Holders”) may, subject to Section 2.05(b), excess of 1,000,000 Registrable Securities may make a written request (a “Demand Notice”) to the Company for Registration registration of all or part a minimum of 1,000,000 of the Registrable Shares under the Securities held Act and the securities or "blue sky" laws of any jurisdictions designated by such Demand Holders, provided that such number the holder of Registrable Securities is at least equal to making such request (the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”"Demand"). Each Demand Notice shall specify the aggregate amount number of Registrable Shares proposed to be sold and shall also specify the intended method of disposition thereof. Upon receipt of a Demand, the Company 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 Registrable Securities. Within 14 days after receipt of such notice, each holder of Registrable Securities shall notify the Company of the Demand Holders number of Registrable Shares, if any, that such holder wishes to be registered, the intended methods of disposition thereof and the identity of have included in the Demand Holder(s)Registration. Subject to Promptly upon receiving the Demand and in accordance with the procedures set forth in Section 2.05(b), after delivery 4 of such Demand Noticethis 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 (x) shall file promptly (and, in any event, within (i) ninety (90) days accordance with the methods described in the case Demand). The registration of the Registrable Shares so effected by the Company pursuant to this Section is referred to herein as a request for a Long-Form Registration or (ii) thirty (30) days in "Demand Registration." Notwithstanding the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Dateforegoing, the Company shall not be obligated required to file (but shall i) effect more than two (2) 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 obligated required to prepareexecute 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) such effect a Demand Registration Statement prior pursuant to a request for such received by the Effectiveness Date), and Company until ninety (y90) days shall use commercially reasonable efforts to cause such Demand Registration Statement to become have elapsed following the effective under date of a registration statement previously filed by the Securities Act. There shall be no limit on the number of Demand Notices that Holders may be permitted to issue Company pursuant to this Section 2.01(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. At or The Holders, other than the MDB Capital Group LLC and its members and affiliates, will have one demand registration right under the terms of this Agreement, and the MDB Capital Group LLC and 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 Effectiveness DateCompany becomes a Reporting Company, if there is no currently effective Shelf Registration Statement on file with the SECaforementioned groups of Holders, then except as provided in Section 2.02(a)a group representing more than 50% of the Registrable Securities (a “Requesting Group”) shall have a one-time right, one or more by written notice to the Company, signed by such Holders (the “Demand HoldersNotice”), to request the Company to register for resale all the Registrable Securities included by the Requesting Group in the Demand Notice (the “Demand Shares”) may, subject to Section 2.05(b), make under and in accordance with the provisions of the Securities Act by filing with the Commission a written request Registration Statement covering the resale of the Demand Shares (a the “Demand NoticeRegistration Statement”) to ). A copy of the Demand Notice also shall be provided by the Company for Registration to each of all or 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 Registrable Securities held by such Demand HoldersShares, provided that such number the failure of Registrable Securities is at least equal 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 Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if Securities, as selected by the Company qualifies in accordance with applicable law and regulation. The Company will use its commercially reasonable efforts to use such short form for file the Demand Registration Statement within forty-five (45) days of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities receipt of the Demand Holders to be registeredNotice, the intended methods of disposition thereof and the identity of provided if the Demand Holder(s). Subject to Section 2.05(b)Notice is given within the forty-five (45) days after the prior fiscal year end, after delivery of such Demand Notice, then the Company (x) shall will use its reasonably commercial efforts to file promptly (and, in any event, the Demand Registration Statement within (i) ninety (90) days in of the case fiscal year end of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company. The Company shall not be obligated to file (but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), and (y) shall use its commercially reasonable efforts to cause such the Demand Registration Statement to become be declared effective under the Securities Act. There shall be no limit on Act as promptly as practicable after the number of filing thereof and to keep the Demand Notices that Holders may be permitted to issue pursuant to this Section 2.01(a)Registration Statement continuously effective under the Securities Act during the Effectiveness Period.

Demand Right. At or If at any time during the period commencing two (2) years after the Effectiveness Closing Date and ending the earlier of (i) eight years after the Closing Date, if there is no currently effective Shelf Registration Statement on file with or (ii) 90 days after Seller's beneficial ownership of the SECShares issued pursuant to this Agreement (including upon conversion of the Convertible Note) constitutes less than 10% of the then outstanding shares of Common Stock of Marcxx, then except as provided in Section 2.02(a), one or more Holders (the “Demand Holders”) may, subject to Section 2.05(b), make Xxxxxx xxxll receive a written request (a “"Demand Notice”Request") to from Seller for the Company for Registration registration of all or part any portion of the Registrable Securities held by such Demand HoldersShares it receives in connection with this Agreement (the "Registration Shares"), provided provided, that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities time of the Demand Holders Request, at least a majority of the 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 it best efforts to cause all Registration Shares to be registeredregistered 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 intended methods public offering covered by its Demand Request to occur by means of disposition thereof an underwriting, it shall so advise Marcxx xx a part of its Demand Request, and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery managing underwriter of such Demand Notice, the Company (x) underwritten public offering shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating be selected by Seller and shall be reasonably acceptable to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company shall not Marcxx. Xarcxx xxxll be obligated to file (but shall register Shares under this Section 10.6(b) after receipt of a Demand Request on one occasion only. Marcxx xxxll be obligated entitled 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 include in any registration statement filed pursuant to this Section 2.01(a).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 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 include such additional shares of Common Stock in any such registration statement to the extent the managing

Demand Right. At or after the 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), may make a written request (a “Demand Notice”) to demand for registration under the Company for Registration Securities Act of all or part of the Registrable Securities held by such Demand Holders, provided that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “"Demand Registration”"). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, (i) the Company shall not be obligated to file effect more than one Demand Registration for Holders in any twelve month period, and (but ii) the number of Registrable Securities proposed to be sold by the Holders making such written demand either (x) shall be obligated 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 prepare) 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 prior continuously effective for a period of forty five (45) days, unless the offering pursuant to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such 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 become effective under the Securities Act. There shall one hundred twenty (120) days (such period, in each case, to be no limit on extended by the number of Demand Notices that days, if any, during which Holders may be were not permitted to issue pursuant 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 2.01(a)3.1(a) until the Demand Registration Statement has been declared effective.

Demand Right. At or Commencing on the date that is three (3) months after the Effectiveness Date, if there is no currently effective Shelf Registration Statement date on file with which the SEC, then except as provided in Section 2.02(aCompany becomes a Reporting Company and continuing for seven (7) years thereafter (or until the earlier termination of the Holders’ rights under this Agreement), one or more 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, signed by such Holders (the “Demand HoldersNotice”) may, subject to Section 2.05(b), make a written to request (a “Demand Notice”) to the Company to register for Registration of resale all or part Registrable Securities included by the Requesting Group in the Demand Notice under and in accordance with the provisions of the Registrable Securities held Act by such Demand Holders, provided that such number of Registrable Securities is at least equal to filing with the Registrable Amount. Such registration shall be (i) on Form F-1 (Commission a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if Registration Statement covering the Company qualifies to use such short form for the Registration resale of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration 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 Conversion Shares (as defined in the Securities Purchase Agreement) (provided“Conversion Shares”). A copy of the Demand Notice also shall be provided by the Requesting Group to each of the other Holders, the failure of which, however, that 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 the Demand Registration Statement within 45 days of the receipt of the Demand Notice, provided if a the Demand Notice is delivered given within the 45 days after the prior to the Effectiveness Datefiscal year end, then the Company shall not be obligated will use its reasonably commercial efforts to file (but shall be obligated to prepare) such the Demand Registration Statement prior to within 90 days of the Effectiveness Date), and (y) fiscal year end of the Company. The Company shall use its commercially reasonable efforts to cause such the Demand Registration Statement to become be declared effective under the Securities Act. There Act as promptly as possible after the filing thereof and shall be no limit on keep the number Demand Registration Statement continuously effective under the Securities Act until the earlier of Demand Notices that Holders may be permitted to issue (i) the date when all Registrable Securities have been sold pursuant to this Section 2.01(a)the Demand Registration Statement or an exemption from the registration requirements of the Securities Act; (ii) the date that the Holders can sell all of their Registrable Securities, pursuant to Rule 144; and (iii) two (2) years from the effective date of the Registration Statement.

Demand Right. At or If at any time during the period commencing two (2) years after the Effectiveness Date, if there is no currently effective Shelf Registration Statement on file with Closing Date and ending 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 written request (a “Demand Notice”) to the Company for Registration earlier of all or part of the Registrable Securities held by such Demand Holders, provided that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) eight years after the Closing Date, or (ii) on Form F-3 90 days after Seller's beneficial ownership of the Shares issued pursuant to this Agreement (including upon conversion of the Convertible Note) constitutes less than 10% of the then outstanding shares of Common Stock of Marcum, Marcum shall receive a “Short-Form Registration”wrixxxx xxxxxxx ("Demand Request") if the Company qualifies to use such short form from Seller for the registration of all or any portion of the Shares it receives in connection with this Agreement (the "Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form RegistrationShares"), a “Demand Registration”). Each Demand Notice shall specify provided, that at the aggregate amount of Registrable Securities time of the Demand Holders Request, at least a majority of the 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 it best efforts to cause all Registration Shares to be registeredregistered 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 intended methods public offering covered by its Demand Request to occur by means of disposition thereof an underwriting, it shall so advise Marcum as a part of its Demand Reqxxxx, and the identity 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 this Section 10.6(b) after receipt of a Demand Request on one occasion only. Marcum shall be entitled to 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 inclusixx xx any or all such additional shares of Common Stock would materially adversely affect the marketing of the Demand Holder(s)public offering of the Shares, then Marcum shall not be entitled to inxxxxx such additional shares of Common Stock in any such registration statement to the extent the managing underwriter advises. Subject to Notwithstanding the provisions of this Section 2.05(b10.6(b), after delivery Marcum shall have the right to delxx xx suspend the filing of such Demand Notice, a registration statement for up to 90 days from the Company (xtime the filing thereof would otherwise be required under the Section 10.6(b) shall file promptly (andif, 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 eventpending or proposed xxxxxxition, within (i) ninety (90) days merger, reorganization, recapitalization or other transaction or public offering of Marcum's securities, or would requxxx xxxxature disclosure thereof not in the case best interests of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (Marcum; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company shall Maxxxx xhall not be obligated entitled to file (but 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 exxxxxxx this Section 2.01(a)right more than once.

Demand Right. At or after the 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), may make a written request (a “Demand Notice”) to demand for registration under the Company for Registration Securities Act of all or part of the Registrable Securities held by (a "Demand Registration") and upon such Demand Holders, provided that such number of Registrable Securities is at least equal to demand the Registrable Amount. Such registration Company shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies obligated to use such short form for the Registration of register such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify under the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, Act in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) accordance with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provisions of this Agreement; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, (i) the Company shall not be obligated to file effect more than one Demand Registration for Holders in any twelve month period, and (but ii) the number of Registrable Securities proposed to be sold by the Holders making such written request either (i) shall be obligated 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 prepare) 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 prior continuously effective for a period of ninety (90) days, unless the offering pursuant to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such 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 become effective under the Securities Act. There shall one hundred twenty (120) days (such period, in each case, to be no limit on extended by the number of Demand Notices that days, if any, during which Holders may be were not permitted to issue pursuant 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 2.01(a)3.1(a) until the Demand Registration Statement has been declared effective.

Demand Right. At or after the 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), Investors may make a written request (a “Demand Notice”) to for ------------ registration under the Company for Registration Securities Act of all or part of its or their Registrable Shares (a "Demand Registration"); provided, however, that (i) 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 (subject, however, to Prudential's right to request a second Demand Registration within such twelve month period with respect to Registrable Securities held by such Demand Holdersit as provided in the last sentence of this subsection 1.2(a)), provided that such (ii) the number of Registrable Securities is 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 equal to the Registrable Amount. Such registration $10,000,000 and (iii) an Investor shall be (i) on Form F-1 (entitled to make or join in a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration maximum of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “two Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s)Registrations. Subject to Section 2.05(b), after delivery of such Demand Noticethe foregoing, the Company (xnumber 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 promptly (and, in any event, registration statement required by this paragraph with the SEC within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in of receipt of the case of a 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 Short-Form Registrationperiod 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, following delivery 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 Notice) with Registration, to cutback by the SEC managing underwriters. A registration shall not constitute a Registration Statement relating to such Demand Registration (under this Section 1.2(a) until it has been declared effective. Notwithstanding the foregoing, Prudential may request a “second Demand Registration Statement”) within a twelve month period (provided, however, that if a Demand Notice is delivered prior subject to the Effectiveness Date, $10,000,000 limitation set forth above) provided that the Company shall not be obligated to file (but shall be obligated a registration statement pursuant to prepare) any such Demand Registration Statement prior 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 the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such Demand Registration Statement to become effective sell its Registrable Shares under the Securities Act. There 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 limit on the number fault of Demand Notices that Holders may be permitted to issue pursuant to this Section 2.01(a)Prudential.

Demand Right. At or after The Holders of at least a majority of the Effectiveness 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 the Company is eligible to use a Form S-3 Registration Statement, the 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, if there is no currently effective Shelf Registration Statement on file with the SECaforementioned groups of Holders of at least a majority of the Registrable Securities then outstanding (a “Requesting Group”) shall have the right, then except as provided in Section 2.02(a)by written notice to the Company, one or more signed by such Holders (the “Demand HoldersNotice”), to request the Company to register for resale all the Registrable Securities included by the Requesting Group in the Demand Notice (the “Demand Shares”) may, subject to Section 2.05(b), make under and in accordance with the provisions of the Securities Act by filing with the Commission a written request Registration Statement covering the resale of the Demand Shares (a the “Demand NoticeRegistration Statement”) to ). A copy of the Demand Notice also shall be provided by the Company for Registration to each of all or the other Holders who will have fifteen (15) days to notify the Company in writing to include their Registrable Securities as part of the Registrable Securities held by such Demand HoldersShares, provided that such number the failure of Registrable Securities is at least equal 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 the Registrable Amount. Such registration shall be Demand Registration Statement within forty-five (i45) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if days of the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities receipt of the Demand Holders to be registeredNotice, provided if the intended methods Demand Notice is given within the forty-five (45) days after the end of disposition thereof and the identity a fiscal year of the Demand Holder(s). Subject to Section 2.05(b)Company, after delivery of such Demand Notice, then the Company (x) shall will use its reasonably commercial efforts to file promptly (and, in any event, the Demand Registration Statement within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the fiscal year end. The Company shall not be obligated to file (but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), and (y) shall use its commercially reasonable efforts to cause such the Demand Registration Statement to become be declared effective under the Securities ActAct as promptly as practicable after the filing thereof and to keep the Demand Registration Statement continuously effective under the Securities Act during the Effectiveness Period. There A demand for registration under this Subsection 2.1 shall not be no limit on deemed made for purposes of this Subsection 2.1 until such time as the number of Demand Notices that applicable Registration Statement has been declared effective by the Commission, unless the Requesting Group withdraw their request for such registration and elect not to pay the registration expenses therefor, in which case the Holders may be permitted will forfeit their right to issue one demand Registration Statement pursuant to this Section 2.01(a)Subsection 2.1.

Demand Right. At or after If, at any time prior to the Effectiveness Expiration 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 Company shall receive a written request (a “"Demand Notice”Request") to from Holder for the Company for Registration registration of any or all or part of the Registrable Securities held by such Demand HoldersWarrant Shares, provided that such number at the time of Registrable Securities is the Demand Request at least equal a majority of the total Warrant Shares are still held of record by Holder, then the Company, upon the terms and subject to the Registrable Amount. Such 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 (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) selected by the Company, provided that if the Company qualifies is eligible to use Form S-3 (or any successor form thereto) for such short 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 Registration 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 Registrable Securities 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 behalf 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 Holders (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 requested Long-Form Registration or Short-Form Registration, a “Demand Registration”registration statement to the extent the managing underwriter advises. Notwithstanding the provisions of this Section 12(b). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) 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 case good faith determination of a request for a Long-Form Registration the Company's board of directors, such registration would be seriously detrimental to the Company and its stockholders or (ii) thirty (30) days 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 case best interests of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (Company; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company shall not be obligated entitled to file (but 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 and shall include any owner or combination of owners of such securities, which ownership 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 calculated by determining the number of Demand Notices that Holders may be permitted to issue pursuant to Warrant Shares then held by such owner or owners, as well as the number of Warrant Shares then issuable upon exercise of this Section 2.01(a)Warrant (or any successor Warrants) held by such owner or owners.

Demand Right. At or after If, at any time during the Effectiveness DateRegistration Period, 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 Company shall receive a written request (a “"Demand Notice”Request") from an Initial Stockholder for the registration of any or all of the Registerable Shares of the Initial Stockholder, then the Company, upon the terms and subject to the Company for Registration of conditions set forth in this Section 6.2, shall use its best efforts to cause all or part such Registerable Shares to be registered in an appropriate registration statement of the Registrable Securities held SEC 8 12 as shall be selected by such Demand Holdersthe Company, provided that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies is eligible to use Form S-3 (or any successor form thereto) for such short 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 Registration 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 Registrable Securities 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 Registerable Shares of any Initial Stockholder under this Section 6.2 after receipt of a Demand Request on behalf one occasion per Initial Stockholder only. The Company shall be entitled to include in any registration statement filed pursuant to this Section 6.2 additional shares of capital 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 Holders (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 entitled to include such additional shares of capital stock in any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”)registration statement to the extent the managing underwriter advises. Each Demand Notice shall specify Notwithstanding the aggregate amount provisions of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to this Section 2.05(b), after delivery of such Demand Notice6.2, the Company (x) shall file promptly (and, in any event, within (i) 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 6.2 if, in the case good faith determination of a request for a Long-Form Registration the Company's board of directors, such registration would be seriously detrimental to the Company and its stockholders or (ii) thirty (30) days 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 case best interests of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (Company; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company shall not be obligated entitled to file (but 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 exercise this Section 2.01(a)right more than once.