Common use of Long-Form Registrations Clause in Contracts

Long-Form Registrations. The Requisite Holders shall be entitled to request, and the Company shall be obligated to effect, (i) one Long-Form Registration in which the Company shall pay all Registration Expenses ("Company Paid Long Form Registration"), and (ii) unlimited Long-Form Registrations in which the holders of Registrable Securities shall pay the Registration Expenses other than the Internal Expenses (as defined in Section 5 hereof). A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, and a Company-paid Long Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders At any time that a Short-Form Registration pursuant to paragraph 2(a) is not available, the holders of a majority of the Registrable Securities, as a group, shall be entitled to requestrequest registration on Form S-1, and the Company shall be obligated to effector any similar form (each, (i) one a “Long-Form Registration Registration”), in which the Company shall pay all Registration Expenses as provided in Section 6 of this Agreement; provided that ("Company Paid Long i) the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration"), and Registration must be equal to at least $15,000,000; (ii) unlimited such holders shall not be permitted more than three (3) Long-Form Registrations in which the holders of Registrable Securities hereunder; and (iii) each Long-Form Registration shall pay the Registration Expenses other than the Internal Expenses (as defined in Section 5 hereof)be an underwritten registration. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, and a Companyno Long-paid Long Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities are person or group making such request is able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses as provided in Section 6 of this Agreement in connection with any registration initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Initiating Holders shall be entitled to request, and the Company shall be obligated to effect, request six (i6) one Long-Form Registration Registrations in which the Company shall pay all Registration Expenses ("Company the “Company-Paid Long Form Registration"), and (ii) unlimited Long-Form Registrations in Registrations”); provided, however, that each of the Group A and the Group B shall be limited to three (3) such requests which do not include a member of the holders other as one of Registrable Securities the Initiating Holders. Any sales by the Initiating Holders pursuant to a registration statement that has been filed with the Commission but that has not been declared effective as of the date hereof shall pay count as one of the Registration Expenses other than the Internal Expenses (as defined in Section 5 hereof)permitted Long-Form Registrations. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, effective and a Company-paid Long Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities initially requesting the Long-Form Registration are able to register and sell at least 90% of the Registrable Securities requested to be included in such registrationregistration by such holders; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not the holders of Registrable Securities have been able to register and sell at least 90% of the Registrable Securities to be included in such registration has counted as one of the permitted Company-paid Long-Form Registrationsby such holders. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders holders of a majority of the Registrable Securities shall be entitled to request, and the Company shall be obligated to effect, request (i) one Long-Form Registration in which the Company shall pay all Registration Expenses ("Company Paid Long Form RegistrationCOMPANY-PAID LONG-FORM REGISTRATION"), and (ii) unlimited Long-Form Registrations in which the holders of Registrable Securities shall pay the Registration Expenses other than the Internal Expenses (as defined in Section 5 hereof). A registration shall not count as one of the permitted Long-Form Registrations Registration until it has become effective, and a the Company-paid Long Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations Registration unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders holders of the Registrable Securities shall be entitled to request, and the Company shall be obligated to effect, (i) one request three Long-Form Registration Registrations ("Issuer-paid Long- Form Registrations") in which the Company shall Issuer will pay all Registration Expenses ("Company Paid Long Form Registration"), and (ii) unlimited Long-Form Registrations in which the holders of Registrable Securities shall pay the Registration Expenses other than the Internal Expenses (as defined below in Section 5 hereof5). A registration shall not count as one of the permitted Issuer-paid Long-Form Registrations until it has become effectiveeffective (unless such Long-Form Registration has not become effective due solely to the fault of the holders requesting such registration), and a Companyno Issuer-paid Long Long-Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities are able to requesting such registration register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the Company Issuer shall pay all Registration Expenses in connection with any registration initiated as a Companyan Issuer-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.permitted

Long-Form Registrations. The Requisite Holders holders of Registrable Securities shall be --- ----------------------- entitled to request, and the Company shall be obligated to effect, request (i) one 2 Long-Form Registration Registrations in which the Company shall pay all Registration Expenses of the holders of Registrable Securities ("Company Paid Long Company-paid Long-Form RegistrationRegistrations"), ) and (ii) unlimited 2 Long-Form Registrations in which the holders of Registrable Securities shall pay their share of the Registration Expenses other than the Internal Expenses (as defined set forth in Section 5 paragraph 6 hereof). A registration shall not count as one of the permitted Long-Form Registrations until it has become effectiveeffective (unless such Long-Form Registration has not become effective due solely to the fault of the holders requesting such registration), and a Companyno Long-paid Long Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrationseffective.

Long-Form Registrations. The Requisite Holders shall holders of a majority of the Registrable Securities will be entitled to request, at the times and subject to the Company shall be obligated to effect, (i) one Long-Form Registration conditions set forth in which the Company shall pay all Registration Expenses ("Company Paid Long Form Registration"Section 1(a), and (ii) unlimited three Long-Form Registrations in which the holders of Registrable Securities shall Company will pay the all Registration Expenses other than and the Internal Majority Onex Investors will be entitled to request an unlimited number of Long-Form Registrations in which the Company will pay all Registration Expenses (as defined in Section 5 hereof“Company-Paid Long-Form Registrations”). A registration shall will not count as one of the permitted Long-Form Registrations until it has become effective, and a Company-paid Long Form Registration shall not count as one of the permitted Company-paid effective (unless such Long-Form Registrations unless Registration does not become effective due solely to the fault of the holders of Registrable Securities are able to register requesting such registration and sell at least 90% of the Registrable Securities requested to be included such holders do not bear all Registration Expenses in such registrationconnection therewith); provided that in any event (absent an agreement by the holders requesting such registration to bear such expenses) the Company shall will pay all Registration Expenses in connection with any registration initiated as a Company-paid Paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrationseffective. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders holders of Registrable Securities shall be entitled to request, and the Company shall be obligated to effect, request (i) one Long-two Long Form Registration Registrations in which the Company shall pay all Registration Expenses provided that the gross proceeds of each such registration are expected to exceed $500,000 ("Company Paid Long Company-paid Long-Form RegistrationRegistrations"), ) and (ii) unlimited two Long-Form Registrations in which the holders of Registrable Securities shall pay their share of the Registration Expenses other than the Internal Expenses (as defined set forth in Section 5 hereof). A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, and a Company-paid Long Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless until both (i) it has become effective and (ii) the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that the Company shall in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrationsregistrations unless otherwise requested by the holders of a majority of the Registrable Securities requesting such Long-Form Registration.

Long-Form Registrations. The Requisite Holders holders of Registrable Securities shall be entitled to request, and the Company shall be obligated to effect, request (i) one four Long-Form Registration Registrations in which the Company shall pay all Registration Expenses ("Company Paid Long Company-paid Long-Form RegistrationRegistrations"), ) and (ii) an unlimited number of Long-Form Registrations in which the holders of Registrable Securities shall pay their share of the Registration Expenses other than the Internal Expenses (as defined set forth in Section paragraph 5 hereof). A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, effective and a no Company-paid Long Long-Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders shall holders of a majority of the Registrable Securities will be entitled to request, at the times and subject to the Company shall be obligated to effect, (i) one Long-Form Registration conditions set forth in which the Company shall pay all Registration Expenses ("Company Paid Long Form Registration"Section 1(a), and (ii) unlimited three Long-Form Registrations in which the holders of Registrable Securities shall Company will pay the all Registration Expenses other than and the Internal Majority Onex Investors will be entitled to request an unlimited number of Long-Form Registrations in which the Company will pay all Registration Expenses (as defined in Section 5 hereof"COMPANY-PAID LONG-FORM REGISTRATIONS"). A registration shall will not count as one of the permitted Long-Form Registrations until it has become effective, and a Company-paid Long Form Registration shall not count as one of the permitted Company-paid effective (unless such Long-Form Registrations unless Registration does not become effective due solely to the fault of the holders of Registrable Securities are able to register requesting such registration and sell at least 90% of the Registrable Securities requested to be included such holders do not bear all Registration Expenses in such registrationconnection therewith); provided that in any event (absent an agreement by the holders requesting such registration to bear such expenses) the Company shall will pay all Registration Expenses in connection with any registration initiated as a Company-paid Paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrationseffective. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders holders of a majority of the Registrable Securities shall be entitled to request, and the Company shall be obligated to effect, request (i) one two Long-Form Registration Registrations in which the Company shall pay all Registration Expenses ("Company Paid Long Form RegistrationCOMPANY-PAID LONG-FORM REGISTRATIONS"), and (ii) unlimited Long-Form Registrations in which the holders of Registrable Securities shall pay the Registration Expenses other than the Internal Expenses (as defined in Section paragraph 5 hereof). A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, and a the last Company-paid Long Form Registration shall not count as one of the permitted Company-paid Long-Long- Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders holders of the Registrable Securities shall be entitled to request, and the Company shall be obligated to effect, (i) one request three Long-Form Registration Registrations ("Issuer-paid Long- Form Registrations") in which the Company shall Issuer will pay all Registration Expenses ("Company Paid Long Form Registration"), and (ii) unlimited Long-Form Registrations in which the holders of Registrable Securities shall pay the Registration Expenses other than the Internal Expenses (as defined below in Section 5 hereof5). A registration shall not count as one of the permitted Issuer-paid Long-Form Registrations until it has become effectiveeffective (unless such Long-Form Registration has not become effective due solely to the fault of the holders requesting such registration), and a Companyno Issuer-paid Long Long-Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities requesting such registration are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the Company Issuer shall pay all Registration Expenses in connection with any registration initiated as a Companyan Issuer-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of 2 the permitted CompanyIssuer-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders holders of Registrable Securities shall be entitled to request, and the Company shall be obligated to effect, request (i) one (1) Long-Form Registration in which the Company shall pay all Registration Expenses ("Company Paid Long Form RegistrationCOMPANY-PAID LONG-FORM REGISTRATIONS"), ) and (ii) an unlimited number of Long-Form Registrations each in which the holders of Registrable Securities shall pay their share of the Registration Expenses other than the Internal Expenses (as defined set forth in Section SECTION 5 hereof). Each such Long Form Registration shall be for at least $1,000,000 of the Registrable Securities or 25% of such Registrable Securities. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, effective and a no Company-paid Long Long-Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 9075% of the Registrable Securities requested to be included in such registration (unless such registration is a shelf registration, in which event the holders of Registrable Securities have been able to register at least 75% of the Registrable Securities requested to be included in such registration); provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders holders of Registrable Securities ----------------------- shall be entitled to request, and the Company shall be obligated to effect, request two (i2) Long-Form Registrations plus one (1) ---- additional Long-Form Registration for each additional $25 million invested in the Company (either on one or multiple occasions) through the purchase of Preferred Stock pursuant to the Purchase Agreement, in which the Company shall pay all Registration Expenses ("Company Paid Long Form Registration"), and (ii) unlimited Long-Form Registrations in which the holders of Registrable Securities shall pay the Registration Expenses other than the Internal Expenses (as defined in Section 5 hereof5). All Long-Form --------- Registrations shall be underwritten registrations. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, and a Companythe last Long-paid Long Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the -------- ---- Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders Subject to SECTION 1(a) above, the holder or holders of a majority of the OEP Registrable Securities shall be entitled to request, and the Company shall be obligated to effect, request two (i2) one Long-Form Registration Registrations in which the Company shall pay all Registration Expenses ("Company Paid Long Form RegistrationCOMPANY-PAID LONG-FORM REGISTRATIONS"), ) and the holder or holders of a majority of the Investor Registrable Securities shall be entitled to request one (ii1) unlimited Company-paid Long-Form Registrations in which the holders of Registrable Securities shall pay the Registration Expenses other than the Internal Expenses (as defined in Section 5 hereof)Registration. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, and a Companyno Long-paid Long Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities are party requesting such registration is able to register and sell at least 90% of the its Registrable Securities requested to be included in such registration; provided PROVIDED that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has is counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders holders of a majority of the Investor Registrable Securities shall be entitled to request, and the Company shall be obligated to effect, request (i) one four (4) Long-Form Registration Registrations in which the Company shall pay all Registration Expenses registration expenses ("Company “Company-Paid Long Long-Form Registration"), Registrations”) and (ii) an unlimited Longnumber of long-Form Registrations form registrations in which the holders of Registrable Securities shall pay their share of the Registration Expenses other than the Internal Expenses (as defined set forth in Section 5 hereof). A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, effective and a no Company-paid Long Paid Long-Form Registration shall not count as one of the permitted Company-paid Paid Long-Form Registrations unless the holders of Registrable Securities initially requesting the Long-Form Registration are able to register and sell at least 90% of the Registrable Securities requested to be included in such registrationregistration by such holders; provided that that, in any event event, the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders shall be entitled to request, and At any time after the date upon which the Company shall be obligated has completed a Qualified Public Offering, the holders of a majority of the CHS Registrable Securities may request up to effect, (i) one three Long-Form Registration Registrations (a "CHS Long-Form Registration") in which the Company shall will pay all Registration Expenses ("Company Paid Long as defined below in Section 5) and any such CHS Long-Form Registration shall count as a Long-Form Registration"). At any time after the first anniversary of the date upon which the Company has completed a Qualified Public Offering, and (ii) unlimited the holders of a majority of the Teachers Registrable Securities may request up to two Long-Form Registrations (a "Teachers Long-Form Registration") in which the holders of Registrable Securities shall Company will pay the all Registration Expenses other than the Internal Expenses (and any such Teachers Long-Form Registration shall count as defined in Section 5 hereof)a Long-Form Registration. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, effective and a Company-paid Long Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Investor Registrable Securities are able to register and sell at least 90% of the Investor Registrable Securities requested to be included in such registration; provided provided, that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid permitted Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders holders of Registrable Securities shall be entitled to request, and the Company shall be obligated to effect, request (i) one (1) Long-Form Registration in which the Company shall pay all Registration Expenses ("Company Paid Long Form RegistrationCOMPANY-PAID LONG-FORM REGISTRATIONS"), ) and (ii) an unlimited number of Long-Form Registrations each in which the holders of Registrable Securities shall pay their share of the Registration Expenses other than the Internal Expenses (as defined set forth in Section 5 hereof). Each such Long Form Registration shall be for at least $1,000,000 of the Registrable Securities or 25% of such Registrable Securities. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, effective and a no Company-paid Long Long-Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 9075% of the Registrable Securities requested to be included in such registration (unless such registration is a shelf registration, in which event the holders of Registrable Securities have been able to register at least 75% of the Registrable Securities requested to be included in such registration); provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders At any time and from time to time, Xxxxx Xxxxx shall be entitled to request, and the Company shall be obligated to effect, (i) one request an unlimited number of Long-Form Registration Registrations in which the Company shall pay all Registration Expenses ("Company “Company-Paid Long Form Demand Registrations”); provided, that if Xxxxx Xxxxx initiates a Company-Paid Demand Registration"), and (ii) unlimited Long-Form Registrations in which the other holders of Registrable Securities shall pay the Registration Expenses other than the Internal Expenses (as defined be entitled to pari passu participation in such registration in accordance with Section 5 hereof)2. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, effective and a no Company-paid Long Form Paid Demand Registration shall not count as one of the permitted Company-paid Long-Form Paid Demand Registrations unless the holders holder of Investor Registrable Securities are who has initiated such Company-Paid Demand Registration is able to register and sell at least 9075% of the Registrable Securities such holder requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Paid Demand Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Paid Demand Registrations. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Initiating Holders shall be entitled to request, and the Company shall be obligated to effect, (i) one request four Long-Form Registration Registrations in which the Company shall pay all Registration Expenses ("Company the “Company-Paid Long Form Registration"), and (ii) unlimited Long-Form Registrations in Registrations”); provided, however, that each of the Crestview Group and the Sponsor Group shall be limited to two such requests which do not include a member of the holders other as one of Registrable Securities the Initiating Holders. Any sales by the Initiating Holders pursuant to a registration statement that has been filed with the Commission but that has not been declared effective as of the date hereof shall pay count as one of the Registration Expenses other than the Internal Expenses (as defined in Section 5 hereof)permitted Long-Form Registrations. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, effective and a Company-paid Long Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities initially requesting the Long-Form Registration are able to register and sell at least 90% of the Registrable Securities requested to be included in such registrationregistration by such holders; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not the holders of Registrable Securities have been able to register and sell at least 90% of the Registrable Securities to be included in such registration has counted as one of the permitted Company-paid Long-Form Registrationsby such holders. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders shall be entitled to request, and the Company shall be obligated to effect, (i) one Long-Form Registration in which the Company shall pay all Registration Expenses ("Company Paid Long Form Registration"), and (ii) unlimited Long-Form Registrations in which the holders of Registrable Securities shall pay the Registration Expenses other than the Internal Expenses (as defined in Section 5 hereof). A registration shall not count as one of the permitted Long-Form Registrations until both (i) it has become effective, and a Company-paid Long Form Registration shall not count as one of the permitted Company-paid effective (unless such Long-Form Registrations unless Registration has not become effective due solely to the fault of the holders requesting such registration) and (ii) the holders of Registrable Securities initially requesting such registration are able to register and sell pursuant to such registration at least 90% of the Registrable Securities requested to be included in such registrationregistration either at the time of the registration or within 90 days thereafter; provided that the Company shall in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Demand Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All ; provided further that a Long-Form Registrations shall be underwritten registrationsRegistration which is withdrawn at the sole request of the holder of Registrable Securities who demanded such Long-Form Registration will count as a Long-Form Registration unless the Company is reimbursed by such holder for all reasonable out-of-pocket expenses incurred by the Company in connection with such registration.

Long-Form Registrations. The Requisite Holders holders of Class A/C Registrable Securities and Class D Registrable Securities each separately shall be entitled to request, and the Company shall be obligated to effect, request (i) one two Long-Form Registration Registrations in which the Company shall pay all Registration Expenses ("Company Company-Paid Long Long-Form RegistrationRegistrations"), ) and (ii) unlimited two Long-Form Registrations in which the holders each such holder of Registrable Securities shall pay their share of the Registration Expenses other than the Internal Expenses (as defined provided in Section paragraph 5 hereof. The holders of Warrant Registrable Securities shall be entitled to request one Company-Paid Long Form Registration (unless prior thereto such holders have exercised their rights under paragraph 1(c) below). A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, and a neither the last or any subsequent Company-paid Long Paid Long-Form Registration nor the last or any subsequent Long-Form Registration pursuant to clause (ii) above shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested by such holder to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders shall Subject to paragraph 1(a), the holders of Registrable Securities will be entitled at any time to request, and the Company shall be obligated to effect, (i) one request Long-Form Registration Registrations in which (subject to Section 5(b)) the Company shall will pay all Registration Expenses ("Company Paid Long Form Registration"), and (ii) unlimited Company-paid Long-Form Registrations in which Registrations"); provided that the holders of Registrable Securities may not request more than two (2) Long-Form Registrations (each a "Demand Long-Form Registration," and each of which shall pay be a Company-paid Long- Form Registration), such number to be reduced by the Registration Expenses other than the Internal Expenses (as defined in Section 5 hereof)number of previously consummated Demand Long-Form Registrations. A registration shall will not count as one of the permitted Demand Long-Form Registrations until it has become effective, and a no Company-paid Long Long-Form Registration shall not will count as one of the permitted Company-paid Demand Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 9085% of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall will pay all Registration Expenses in connection with any registration initiated initi ated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrationseffective.

Long-Form Registrations. The Requisite Holders holders of Registrable Securities ----------------------- shall be entitled to request, and the Company shall be obligated to effect, request two (i2) Long-Form Registrations plus one (1) ---- additional Long-Form Registration for each additional $25 million invested in the Company (either on one or multiple occasions) through the purchase of Convertible Preferred Stock pursuant to the Purchase Agreement, in which the Company shall pay all Registration Expenses ("Company Paid Long Form Registration"as defined in Section 5), and (ii) unlimited . All Long-Form Registrations in which the holders of Registrable Securities shall pay the Registration Expenses other than the Internal Expenses (as defined in Section 5 hereof)be --------- underwritten registrations. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, and a Companythe last Long-paid Long Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall pay all -------- ---- Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders holders of the Registrable ----------------------- Securities shall be entitled to request, and the Company shall be obligated to effect, (i) one Long-Form Registration in which the Company shall pay all Registration Expenses ("Company Paid Long Form Registration"), and (ii) unlimited request three Long-Form Registrations ("Issuer- ------ paid Long- Form Registrations") in which the holders of Registrable Securities shall Issuer will pay the all Registration Expenses other than the Internal ----------------------------- Expenses (as defined below in Section 5 hereof5). A registration shall not count as one of the permitted Issuer-paid Long-Form Registrations until it has become effectiveeffective (unless such Long-Form Registration has not become effective due solely to the fault of the holders requesting such registration), and a Companyno Issuer- paid Long-paid Long Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities are able to requesting such registration register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event -------- the Company Issuer shall pay all Registration Expenses in connection with any registration initiated as a Companyan Issuer-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted CompanyIssuer-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.

Long-Form Registrations. The Requisite Holders holders of Registrable Securities ----------------------- shall be entitled to request, and the Company shall be obligated to effect, request (i1) one four Long-Form Registration Registrations in which the Company shall pay all Registration Expenses ("Company Paid Long Company-paid Long-Form RegistrationRegistrations"), ) and (ii) an unlimited number of Long-Form Registrations in which the holders of Registrable Securities shall pay their share of the Registration Expenses other than the Internal Expenses (as defined set forth in Section 5 hereof). A registration shall not count as one of the permitted Company-paid Long-Form Registrations until it has become effective, effective and a no Company-paid Long Long-Form Registration shall not count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.