Common use of Registration on Request Clause in Contracts

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under tie Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.

Registration on Request. (ai) Except as provided in subsection At any time (bx) after the third anniversary of this Section 2.1the date of the Closing, upon the written request of Shareholders holding in the aggregate 40% of all Registrable Securities then held by Shareholders (assuming for this purpose exercise of all outstanding Warrants) or (y) after an initial public offering, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting Holders”), the Requesting Holders may request that the Company either (which request must be initiated i) effect the registration under the Securities Act for an underwritten public offering of all or part of the Registrable Securities held by either Stonegate Securitiesthem (the “Single Registration Option”), Inc. (ii) effect the registration of all or any of its directors their Registrable Securities by filing a registration statement under the Securities Act (the “Shelf Registration Statement”) which provides for the sale by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”), or officers who (iii) permit the sale of Registrable Securities that are Holders) owning at least 60,000 already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such request, the Company will promptly give written notice to all other holders of Registrable Securities (as appropriately adjusted the “Other Holders”) that a request for stock splitsregistration or for a takedown has been received. For a period of 10 days (or two Business Days in the case of a Takedown Option request) following receipt of such notice, stock dividends, reorganizations the Other Holders may request that the Company also register their Registrable Securities (or include Registrable Securities in such takedown) and the like) (which request Company may determine to include its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall specify be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After the expiration of such 10-day period or two-Business Day period, as the case may be, the Company shall notify all holders of the number of Registrable Securities to be registered)registered or included. Subject to the provisions of this Section 3, in the case of either the Single Registration Option or the Shelf Option, the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and shall use its reasonable best efforts to effect cause the prompt registration under tie the Securities Act of (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested the Company to register, and (B) all other securities that the Company has determined to register, and in connection therewith will prepare and file a registration statement under the Securities Act to effect such registration. Such registration statement shall be on such appropriate registration form of the Commission as shall be selected by the Company, and such selection shall be reasonably acceptable to the holders of a majority of the aggregate Registrable Securities to be sold by the Requesting Holders. Subject to the provisions of this Section 3, in the case of a Takedown Option, the Company shall use its reasonable best efforts to cause all Registrable Securities so requested to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company will not be required to file a registration statement or proceed with a takedown in any of the following situations: (1) the Registrable Securities of all Requesting Holders which to be offered pursuant to such request do not have an aggregate offering price of at least U.S. $50 million in the case of an initial public offering or U.S. $25 million with respect to any subsequent offering (based on the then current market price or, in the case of an initial public offering, the aggregate offering price proposed to be set forth on the cover page of the registration statement); (2) during any period (not to exceed 60 days with respect to each request) when the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, determined to proceed with such registration shall be deemed to have been effected by a public offering and, in the Company at the request judgment of the Holders unless managing underwriter thereof, the requesting Holder shall requested filing would have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Companypublic offering; provided, however, provided that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay is actively employing in good faith all Registration Expenses in connection reasonable efforts to cause such public offering to be consummated; (3) during any period (not to exceed 60 days with such postponed or withdrawn registration. Notwithstanding the above, respect to each request) when the Company may delay a demand registration pursuant to this Section 2.1 only once is in any twelve month period. In addition, upon written notice from possession of material non-public information that the Board determines is in the best interest of the Company not to Holder of disclose publicly; or (4) to the effectiveness of extent required by the managing underwriter in an underwritten public offering, Holder agrees during a period, not to sell exceed 180 days in the case of the initial public offering or 90 days in the case of all other offerings, following the effectiveness of any previous registration statement filed by the Company. The right of the Company not to file a registration statement or proceed with a takedown pursuant to paragraphs (2) and (4) above may not be exercised more than once in any twelve-month period, and pursuant to paragraph (3) above may not be exercised more than twice in any twelve-month period. Requesting Holders holding a majority of the Registrable Securities under requested to be registered or included in a takedown may, at any time prior to the effective date of the registration statement effected under this Section 2.1 for relating to such registration or the execution of an underwriting agreement relating to such takedown, revoke such request, without liability to any of the other Requesting Holders or the Other Holders, by providing a period of thirty (30) days following written notice to the Company revoking such effective daterequest.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.12, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) Investors owning at least 60,000 a majority of the then outstanding Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and that Holdings effect pursuant to this Section 2(a) the like) registration of the requesting Investors' Registrable Securities under the Securities Act (which request shall specify the number of Registrable Securities to be registered), the Company Holdings shall, as expeditiously as reasonably possible, notify all other Holders Investors of such request (and allowing them to participate therein), and use its best efforts to effect the registration under tie the Securities Act of the Registrable Securities of all Holders Investors which the Company Holdings has been so requested to register. (b) The Company . Notwithstanding the above, Holdings shall not be obligated to take any action to effect any registration requested by the Holders Investors pursuant to subsection (a) above the previous sentence (i) after two years from the date of this WarrantClosing Date, or (ii) after the Company Holdings has effected one (1) registration pursuant to this Section 2.1 2(a) and such registration has been declared or ordered effective. (c) . Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 2(a) shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company Holdings has filed a registration statement with respect thereto solely by reason of the refusal by a requesting HolderInvestor, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company Holdings at the request of the Holders Investors unless the requesting Holder Investor shall have elected to pay all Company Registration Expenses (as defined expenses of registration provided for in Section 4 below) 5 below in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental govern-mental agency or court for any reason other than a misrepresentation or an omission by any participating HolderInvestor, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company Investor. Holdings shall not be obligated to effect any registration pursuant to this Section 2.1 2(a) within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) Holdings or of any previous registration withdrawn at the request of the requesting HoldersInvestors. The Company Holdings may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 2(a) if the financial advisor and/or underwriter to the Company Holdings certifies to the holders of the Registrable Securities Investors that such registration would reasonably be expected to have a material adverse effect on the CompanyHoldings; provided, however, that in such event the Holders of Registrable Securities Investors requesting such Registration registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration registration shall not count as the one permitted registration under this Section 2.1 2(a) and the Company Holdings shall pay all Registration Expenses the above referenced registration expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1, upon Upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any Investor Stockholders holding a majority of its directors or officers who are Holders) owning at least 60,000 the Registrable Securities (as appropriately adjusted for stock splitsheld by all Investor Stockholders, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered), requesting that the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under tie the Securities Act of all or part of the Registrable Securities held by such Investor Stockholders (the "REQUESTING STOCKHOLDERS") and specifying the intended method or methods of all Holders disposition of such Registrable Securities, the Company will thereupon use its commercially reasonable best efforts to effect, at the earliest possible date, the registration, under the Securities Act, subject to Section 2(e), of the Registrable Securities which the Company has been so requested to register. register by such Requesting Stockholders, for disposition as stated in such request, to the extent required to permit the disposition (bin accordance with the intended methods thereof as aforesaid) The of the Registrable Securities to be so registered, PROVIDED that (A) if the Company shall have previously effected a registration of which notice has been given to all Investor Stockholders holding Registrable Securities pursuant to Section 3, in which all Investor Stockholders wishing to do so were permitted to sell all Registrable Securities they desired to sell, the Company shall not be obligated to take any action required to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) a registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to 2 until a period of 120 days shall have elapsed from the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason date of the refusal by a requesting Holder, in its sole discretion, to proceed with most recent such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such previous registration, (iiB) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration more than two (2) such registrations requested by the Investor Stockholders pursuant to this Section 2.1 within 90 days after 2(a) (with the effective date exception of any underwritten public S-3 registrations described in Section 2(b) herein), and (C) each such request must include Registrable Securities having an offering price of at least $2,000,000 in the aggregate. Each registration requested pursuant to this Section 2 shall be (i) effected by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration on Form S-1 or Form S-3 (or any other form which the Company is qualified to use), and (ii) if the Company is qualified and if agreed to in writing by the Requesting Stockholders, filed pursuant to this Section 2.1 if Rule 415 under the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that Act (or equivalent rule then in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateeffect).

Registration on Request. (a) Except as provided in subsection (b) If, at any time when the Company is entitled to file a registration statement on a Form S-3 Registration Statement, the holders of this Section 2.1, upon the written request Registrable Stock propose to dispose of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and 10% of the like) (which request shall specify the number shares of Registrable Securities Stock pursuant to be registered)a Form S-3 Registration Statement, then such holders may request the Company shallin writing to effect such registration. The Company agrees that it will, as expeditiously soon as reasonably possible, notify all other Holders practicable after receipt of such request notice, use its best efforts to effect such registration (and allowing them to participate therein), keep the same effective for 120 days) and use its best efforts to effect such qualification and compliance as would permit or facilitate the registration under tie Securities Act distribution of the such Registrable Securities of all Holders which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 Stock in New York and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) California. The Company shall not be obligated to effect any registration registration, qualification and/or compliance pursuant to this Section 2.1 19.1, (i) more than ten times; (ii) which would become effective within 90 180 days after following the effective date of any a registration statement (other than a registration statement filed on Form S-8) filed by the Company with the Commission pertaining to an underwritten public offering by of securities for cash for the account of the Company or its other shareholders; or (which period may be extended up to an additional 90 days iii) if, and only in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the extent thatCompany and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement; provided, all directors, executive officers and other persons with registration rights the Company shall have the right to defer taking action with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty not more than 90 days. "Registrable Stock" means (30x) days following such effective datethe Common Stock issued upon the exercise of this Warrant and the other Warrants resulting from an assignment this Warrant, (y) any Common Stock received upon exercise of a right of first refusal granted pursuant to Section 12 of this Warrant and the other Warrants resulting from an assignment this Warrant and (z) any other securities issued upon exercise of this Warrant or after exercise of a right of first refusal if securities of the same class have been registered by the Company. Each share of Registrable Stock shall continue to be Registrable Stock in the hands of each subsequent holder thereof; provided, that each share of Registrable Stock shall cease to be Registrable Stock when transferred to any person pursuant to a registered public offering or pursuant to Rule 144 promulgated by the Commission under the Securities Act.

Registration on Request. (a) Except as provided in subsection (bSubject to the Shareholder’s material compliance with its obligations under Section 6.05(a) of the Merger Agreement and subject to Section 4.1(c), if at any time following the Closing Date, the Company receives a written request (a “Registration Request”) from any Shareholder Party by Shareholder Action that the Company file a Registration Statement covering the registration of Common Shares or Class A Preferred Shares, in each case (or any combination thereof), having an aggregate market value (based on Average VWAP and calculating, with respect to Preferred Shares, on an as-if converted basis) of at least $100.0 million as of the date of such Registration Request, then the Company shall use reasonable best efforts to, as expeditiously as possible, effect the registration of such portion of the Registrable Securities set forth in such Registration Request, together with any securities required to be included in such Registration Statement(s) pursuant to the Faiveley Registration Rights, in accordance with the intended method of distribution stated in such Registration Request, pursuant to a Registration Statement, to the extent necessary to permit the disposition of the Registrable Securities to be so registered. Each Registration Request pursuant to this Section 2.1, upon the written request of Holders (which request 4.1 must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations in writing and the like) (which request shall specify the number of Registrable Securities requested to be registered)registered and the intended method of distribution. Notwithstanding the foregoing, the Company shallwill not be obligated to file a Registration Statement requested pursuant to this Section 4.1: (i) within a period of 90 calendar days after the date of delivery of any other Registration Request pursuant to this Section 4.1; (ii) during such time as the Shareholder Parties may sell Registrable Securities, as expeditiously as reasonably possiblein accordance with the intended method of distribution stated in the Registration Request, notify all other Holders pursuant to a Shelf Registration Statement under Section 4.3; (iii) on a total of more than three occasions in any calendar year (if, on each such request (and allowing them to participate therein)occasion, and use its best efforts to effect the registration under tie Securities Act shall have been deemed to have been effected in accordance with Section 4.1(b) of the Registrable Securities of all Holders this Agreement); (iv) in any particular jurisdiction in which the Company has been so requested would be required to registerexecute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service of process in such jurisdiction and except as may be required by the 1933 Act; or (v) if the Shareholder Parties propose to dispose of Registrable Securities that may be registered at such time pursuant to a Registration Statement contemplated in Section 4.2. (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a A registration requested pursuant to this Section 2.1 shall 4.1 will not be deemed to have been effected (i) unless it the Registration Statement has become effective and remains effective for at least 180 dayseffective; provided, however, that a registration which does not if, within the period ending on the earlier to occur of (i) 90 days after the applicable Registration Statement has become effective after (provided, that such period will be extended for a period of time equal to the Company has filed a registration statement with respect thereto solely by reason period the holder of the refusal by a requesting Holder, Registrable Securities refrains from selling any securities included in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company Registration Statement at the request of the Holders unless Company or the requesting Holder shall have elected lead managing underwriter(s) pursuant to pay all Company Registration Expenses (as defined in Section 4 belowthe provisions of this Agreement) in connection with such registration, and (ii) if after it the date on which the distribution of the securities covered thereby has become effective been completed, the offering of securities pursuant to such registration Registration Statement is interfered with by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency Governmental Authority, such Registration Statement will be deemed not to have been effected; provided, further, that if the requesting Shareholder Parties, after exercising their right to request a registration pursuant to this Section 4.1 withdraw from a registration so requested after the filing thereof, such registration will be deemed to have been effective with respect to the Shareholder Parties in accordance with this Section 4.1. (c) Subject to Section 4.2, if, within five Business Days of the Company’s receipt of a Registration Request, the requesting Shareholder Parties are advised in writing (the “Underwriter’s Advice”) that the Company has in good faith commenced the preparation of a Registration Statement for an underwritten Public Offering in which the Shareholder Parties received a Piggyback Notice in accordance with this Agreement prior to receipt by the Company of such Registration Request and the managing underwriter of the proposed Public Offering has determined that, in such firm’s judgment, a registration at the time and on the terms requested would materially and adversely affect such underwritten Public Offering, then the Company will not be required to effect such requested registration pursuant to this Section 4.1 until the earliest of: (i) the abandonment of such underwritten Public Offering by the Company; (ii) 45 days after receipt of the Underwriter’s Advice by the Shareholder Parties, unless the Registration Statement for such offering has become effective and such Public Offering has commenced on or court for any reason other than a misrepresentation or an omission by any participating Holder, or prior to such 45th day; and (iii) if the conditions Registration Statement for such Public Offering has become effective and such Public Offering has commenced on or prior to closing specified such 45th day, the day on which the restrictions on the Shareholder Parties contained in the purchase related lock-up agreement or underwriting agreement entered into lapse with respect to such Public Offering. Notwithstanding the foregoing, the Company will not be permitted to defer a registration requested pursuant to this Section 4.1 in connection with such registration are not satisfied other reliance on this Section 4.1(c) more than by reason of some wrongful act or omission, or act or omission once in bad faith, by any participating Holder365-day period. (d) The Company shall not be obligated may postpone the filing or effectiveness of any Registration Statement and suspend the Shareholder Parties’ use of any prospectus which is a part of the Registration Statement (in which event the Shareholder Parties will discontinue sales of the Registrable Securities pursuant to effect the Registration Statement) for a period of up to an aggregate of 60 days, and no more than once, in any 365-day period, exclusive of days covered by any lock-up agreement executed by the Shareholder Parties in connection with any underwritten Public Offering after the request for registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by 4.1 if the Company (which period may be extended up to an additional 90 days if, and only delivers to the extent that, all directors, Shareholder Parties a certificate signed by either the chief executive officers and other persons with registration rights with respect to securities officer or the chief financial officer of the Company are required certifying that the conditions constituting a Material Disclosure Event exist at such time. (e) The Company will have the right to execute standard lockup agreements with cause the underwriters in such public offering) or registration of additional securities for sale for the account of any previous Person other than the Shareholder Parties (including the Company) in any registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration requested pursuant to this Section 2.1 if the financial advisor and/or underwriter 4.1 to the Company certifies extent the managing underwriter or other independent marketing agent for such offering (if any) determines that, in its judgment, the additional securities proposed to be sold will not materially and adversely affect the holders offering and sale of the Registrable Securities that to be registered, and otherwise to the extent required by the Faiveley Registration Rights, in accordance with the intended method or methods of disposition then contemplated by such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration requested pursuant to this Section 2.1 only once 4.1. (f) Any time a registration requested pursuant to this Section 4.1 involves an underwritten Public Offering, the requesting Shareholder Parties will, after consultation in any twelve month period. In additiongood faith with the Company, upon written notice from select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Registrable Securities; provided, that such investment banker(s) and manager(s) are reasonably acceptable to the Company (such acceptance not to Holder be unreasonably withheld, conditioned or delayed); provided, further, that in connection with an underwritten Public Offering of the effectiveness First Tranche Shares, the Company shall have the right to (i) select one managing underwriter to serve as co-lead with the title of an underwritten public “Global Coordinator” for such offering and (ii) to determine and control, in consultation with the Shareholder Parties, the marketing strategy for such offering, Holder agrees not ; it being understood that the Shareholder Parties shall have the right to sell any select one or more additional managing underwriter(s) to serve as co-lead(s) with the title of “Global Coordinator” for such offering. (g) If a holder of Registrable Securities makes a Registration Request that comprises an offer to exchange Registrable Securities for any securities issued by it or any other Person (an “Exchange Offer Registration”), the Company shall effect the registration of such offer to exchange on Form S-4, any similar successor form or any other form permitted under any registration statement effected under this Section 2.1 the Securities Act for a period of thirty (30) days following such effective dateExchange Offer Registration.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any the Holder requesting that the Company effect pursuant to this Section 2.1 the registration of its directors or officers who are Holders) owning at least 60,000 the Holder's Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and under the like) Securities Act (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under tie the Securities Act of the Registrable Securities of all Holders the Holder which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders Holder pursuant to subsection (aSection 2.1(a) above hereof (i) before three months after the date of this Warrant, (ii) after two years from the date of this Warrant, or (iiiii) after the Company has effected one (1) registration two such registrations pursuant to this Section 2.1 and each such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, the Holder to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders Holder unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below4) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental govern-mental agency or court for any reason other than a misrepresentation or an omission by any participating the Holder, and such stop order, injunction or other order or requirement has not been removed, withdrawn or otherwise satisfied within sixty days after the date it was issued or entered, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating the Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.

Registration on Request. (a) Except as provided in subsection (b) Subject to Section 7.1.6 below, at any time after the Original Issue Date, the holder or holders of this Section 2.1, upon a majority of the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splitsthe “Initiating Holders”), stock dividends, reorganizations and may request the like) (which Company to effect the registration under the Securities Act of the resale of all or part of such Initiating Holders’ Registrable Securities on a continuous basis pursuant to Rule 415. Such request shall specify the number intended method of disposition thereof. 7.1.1 The Company will promptly give written notice of such requested registration to all holders of Registrable Securities, who shall have the right to request that their Registrable Securities be included in the registration statement requested pursuant to be registered)this Section 7.1 upon written notice to the Company made within twenty (20) days after receipt of the Company’s written notice. Thereupon, the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and will use its best commercially reasonable efforts to effect the registration under tie the Securities Act of the Registrable Securities of all Holders which the Company has been so requested to registerregister for disposition in accordance with the intended method of disposition stated in the Initiating Holder’s request; all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid), of the Registrable Securities to be so registered, which shall be paid for by the Company in accordance with Section 7.1.3 below. 7.1.2 Registrations under this Section 7.1 shall be on such appropriate registration form of the Commission (bi) as shall be selected by the Company and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the Initiating Holders’ request for such registration. The Company agrees to include in any such registration statement all information which holders of Registrable Securities being registered shall reasonably request. 7.1.3 The Company shall not be obligated to take any action to effect any more than one registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration Registrable Securities pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a 7.1. A registration requested pursuant to this Section 2.1 7.1 shall not be deemed to have been effected (i) unless it a registration statement with respect thereto has become effective and remains effective for at least 180 dayseffective; provided, however, that a registration which does not become effective after being filed by the Company has filed a registration statement with respect thereto pursuant to this Section 7.1 solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed by the Initiating Holders (other than a refusal to proceed based upon the advice of counsel relating to a matter with such registration respect to the Company) shall be deemed to have been effected by the Company at the request of the Initiating Holders unless the requesting Holder Initiating Holders shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if if, after it has become effective effective, such registration is interfered with by any subject to a stop order, injunction or other order or requirement of the Commission or other governmental agency or court suspending the effectiveness of such registration statement for any reason reason, other than by reason of misstatements or omissions made or not made in the registration statement in reliance upon and in conformity with written information furnished to the Company by a misrepresentation or an omission by any participating HolderHolder of Registrable Securities specifically for use in the preparation of such registration statement, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied satisfied, other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders Holder of Registrable Securities requesting such Registration shall be entitled to withdraw such request andparticipating in the offering. Except as provided in Section 7.1.3 above, if such request is withdrawnwhether or not the registration becomes effective, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall will pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the aboveany registration so initiated. 7.1.4 If a registration requested pursuant to this Section 7.1 involves an underwritten offering, the Company may delay underwriter or underwriters thereof shall be selected by the holders of at least a demand majority (by number of shares) of the Registrable Securities as to which registration has been requested and shall be reasonably acceptable to the Company. 7.1.5 If a requested registration pursuant to this Section 2.1 only once in any twelve month period. In addition7.1 involves an underwritten offering, upon written notice from and the managing underwriter shall advise the Company (with a copy of any such notice to Holder each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities proposed to be sold for the account of the effectiveness Company) exceeds the number which can be sold in such offering within a price range acceptable to the Initiating Holders, the Company will include in such registration, to the extent of an underwritten public the number which the Company is so advised can be sold in such offering, Holder agrees not to sell any (i) first, Registrable Securities under requested to be included in such registration by the holder or holders of Registrable Securities, pro rata among such holders requesting such registration on the basis of the number of such securities requested to be included by such holders, and (ii) second, all shares proposed to be included as the Company shall determine, whether shares to be offered by the Company or any Company stockholder (any such shares with respect to any registration, “Other Securities”) requested to be included in such registration by the holder or holders thereof. 7.1.6 The Company may suspend any registration requested pursuant to this Section 7.1 one time for a single period of up to ninety (90) days upon notice to the holders of Registrable Securities whose Registrable Securities are covered by the registration statement effected requested pursuant to this Section 7.1 that, in the good faith determination of the Board of Directors of the Company, the registration and sale at such time of the Registrable Securities requested to be so registered would not be in the best interests of the Company, provided that notwithstanding such suspension, the Company shall continue to diligently process the preparation of the documentation required for such registration. No registration shall be requested pursuant to this Section 7.1 during any applicable lockup period specified in Section 7.4.2. 7.1.7 Notwithstanding the foregoing, the Company shall not be required to comply with a demand for registration under this Section 2.1 7.1 if the only form available for such registration is a period of thirty (30) days following such effective dateForm S-1.

Registration on Request. (a) Except as Request. Subject to the limitations provided in subsection (b) herein, commencing on December 31, 2001, or on the first anniversary of this Section 2.1the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of Holders the Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (which request must be initiated by either Stonegate 50%) of the then-outstanding Registrable Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be registered)an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company shall, as expeditiously as reasonably possible, notify will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of such request (Registrable Securities and allowing them to participate therein), and thereupon the Company will use its best reasonable efforts to effect the registration under tie the Securities Act of of: (i) the Registrable Securities of all Holders which the Company has been so requested to register.register by such Initiating Holders, and (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after all other Registrable Securities which the Company has effected one (1) registration pursuant been requested to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any register by the other provision hereof Holders thereof by written request given to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 15 days after the effective date giving of any underwritten public offering such written notice by the Company (which period may be extended up request shall specify the same information called for by the original request to an additional 90 days ifeffect registration described above), and only all to the extent that, all directors, executive officers and other persons requisite to permit the disposition (in accordance with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offeringSection 2.1(b) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders hereof) of the Registrable Securities that such registration would reasonably so to be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateregistered.

Registration on Request. (a) Except as provided in subsection (b) of this Subject to Section 2.13.08, upon the written request of if one or more Requesting Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts desire to effect the registration under tie the Securities Act of the outstanding Registrable Securities of all Holders which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders Common Shares pursuant to subsection (a) above (i) after two years from a Public Offering, such Requesting Holders may make a written request that the date of this WarrantIssuer effect such registration; provided that, or (ii) after the Company has effected one no Requesting Holder shall make any such written request (1) registration pursuant to this Section 2.1 during the pendency of, and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, for a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason period of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of, any Public Offering of securities for the account of the Issuer, (2) for a period of six months after the effective date of any underwritten public offering by Public Offering of Common Shares for the Company account of any Person other than the Issuer pursuant to the exercise of a demand registration right covering Common Shares acquired upon conversion or exercise of Series G Shares, Series H Shares or Warrants and (which period may 3) prior to February 1, 2001. Each such request will specify the number of shares of Registrable Common Shares proposed to be extended up sold and will also specify the intended method of disposition thereof. The Issuer will promptly give written notice of such requested registration to an additional 90 days ifall other Holders of Registrable Common Shares and all Piggyback Holders of Registrable Common Shares, and only thereupon will use its best efforts to effect, as promptly as practicable, the extent that, all directors, executive officers and other persons with registration rights with respect under the Securities Act of: (i) the Registrable Common Shares which the Issuer has been so requested to securities of the Company are required to execute standard lockup agreements with the underwriters in register by such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration Requesting Holders pursuant to this Section 2.1 if 3.02; and (ii) the financial advisor and/or underwriter Registrable Common Shares which the Issuer has been requested to register by all Holders (other than such Requesting Holders) and all Piggyback Holders by written request given to the Company certifies Issuer within 15 days after the giving of such written notice by the Issuer; all to the holders extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities that such registration would reasonably Common Shares so to be expected to have a material adverse effect on the Companyregistered; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.provided that:

Registration on Request. (ai) Except as provided in subsection At any time (bx) after the third anniversary of this Section 2.1the date of the Closing, upon the written request of Shareholders holding in the aggregate 40% of all Registrable Securities then held by Shareholders (assuming for this purpose exercise of all outstanding Warrants) or (y) after an initial public offering, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting Holders”), the Requesting Holders may request that the Company either (which request must be initiated i) effect the registration under the Securities Act for an underwritten public offering of all or part of the Registrable Securities held by either Stonegate Securitiesthem (the “Single Registration Option”), Inc. (ii) effect the registration of all or any of its directors their Registrable Securities by filing a registration statement under the Securities Act (the “Shelf Registration Statement”) which provides for the sale by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”), or officers who (iii) permit the sale of Registrable Securities that are Holders) owning at least 60,000 already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such request, the Company will promptly give written notice to all other holders of Registrable Securities (as appropriately adjusted the “Other Holders”) that a request for stock splitsregistration or for a takedown has been received. For a period of 10 days (or two Business Days in the case of a Takedown Option request) following receipt of such notice, stock dividends, reorganizations the Other Holders may request that the Company also register their Registrable Securities (or include Registrable Securities in such takedown) and the like) (which request Company may determine to include its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall specify be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After the expiration of such 10-day period or two-Business Day period, as the case may be, the Company shall notify all holders of the number of Registrable Securities to be registered)registered or included. Subject to the provisions of this Section 3, in the case of either the Single Registration Option or the Shelf Option, the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and shall use its reasonable best efforts to effect cause the prompt registration under tie the Securities Act of (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested the Company to register, and (B) all other securities that the Company has determined to register, and in connection therewith will prepare and file a registration statement under the Securities Act to effect such registration. Such registration statement shall be on such appropriate registration form of the Commission as shall be selected by the Company, and such selection shall be reasonably acceptable to the holders of a majority of the aggregate Registrable Securities to be sold by the Requesting Holders. Subject to the provisions of this Section 3, in the case of a Takedown Option, the Company shall use its reasonable best efforts to cause all Registrable Securities so requested to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company will not be required to file a registration statement or proceed with a takedown in any of the following situations: (1) the Registrable Securities of all Requesting Holders which to be offered pursuant to such request do not have an aggregate offering price of at least U.S.$50 million in the case of an initial public offering or U.S. $25 million with respect to any subsequent offering (based on the then current market price or, in the case of an initial public offering, the aggregate offering price proposed to be set forth on the cover page of the registration statement); (2) during any period (not to exceed 60 days with respect to each request) when the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, determined to proceed with such registration shall be deemed to have been effected by a public offering and, in the Company at the request judgment of the Holders unless managing underwriter thereof, the requesting Holder shall requested filing would have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Companypublic offering; provided, however, provided that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay is actively employing in good faith all Registration Expenses in connection reasonable efforts to cause such public offering to be consummated; (3) during any period (not to exceed 60 days with such postponed or withdrawn registration. Notwithstanding the above, respect to each request) when the Company may delay a demand registration pursuant to this Section 2.1 only once is in any twelve month period. In addition, upon written notice from possession of material non-public information that the Board determines is in the best interest of the Company not to Holder of disclose publicly; or (4) to the effectiveness of extent required by the managing underwriter in an underwritten public offering, Holder agrees during a period, not to sell exceed 180 days in the case of the initial public offering or 90 days in the case of all other offerings, following the effectiveness of any previous registration statement filed by the Company. The right of the Company not to file a registration statement or proceed with a takedown pursuant to paragraphs (2) and (4) above may not be exercised more than once in any twelve-month period, and pursuant to paragraph (3) above may not be exercised more than twice in any twelve-month period. Requesting Holders holding a majority of the Registrable Securities under requested to be registered or included in a takedown may, at any time prior to the effective date of the registration statement effected under this Section 2.1 for relating to such registration or the execution of an underwriting agreement relating to such takedown, revoke such request, without liability to any of the other Requesting Holders or the Other Holders, by providing a period of thirty (30) days following written notice to the Company revoking such effective daterequest.

Registration on Request. (ai) Except as provided in subsection The Company agrees that, at any time, and from time to time, but at least 180 days after the earlier to occur of (bi) an IPO and (ii) a Trading Event, Holders of this Section 2.1, upon a majority of the Registrable Securities may make a written request that the Company effect the registration under the Securities Act of outstanding Registrable Securities; provided that such requested registration would cover at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (which request must be initiated by either Stonegate Securitiesii) The Company further agrees that if, Inc. at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, one or more of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts desire to effect the registration under tie the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period. (iii) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the registration under the Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested register in the request by the Initiating Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected all notices received by the Company at the request of the from such other Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 30 days after the effective date giving of any underwritten public offering such notice by the Company (which period may be extended up to an additional 90 days ifCompany), and only to the extent that, all directors, executive officers and other persons with registration rights with respect necessary to securities of permit the Company are required to execute standard lockup agreements disposition (in accordance with the underwriters in such public offeringintended methods thereof as aforesaid) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that to be registered. If such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders method of Registrable Securities requesting such Registration disposition shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any the Holders of a majority of the shares of Registrable Securities under to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration statement effected under is not less than the minimum amount required pursuant to this Section 2.1 for a period of thirty (30) days following such effective date5.3.

Registration on Request. In addition, Executive's Shares may be registered on not more than two (a2) Except separate occasions, in such amounts as provided may be requested, in subsection the following circumstances: (bi) within one year following the death or the commencement of disability of Executive or (ii) at any time in a reasonable amount and for a bona fide business purpose with the approval of a majority of the independent, outside members of the board of directors of Employer. Within thirty (30) days after the receipt of a request for such registration by Executive's estate or personal representative pursuant to phrase (i) of this Section 2.1the preceding sentence or the approval by the independent outside directors pursuant to phrase (ii) of the preceding sentence, upon Employer will commence the written request process of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted preparing for stock splits, stock dividends, reorganizations and filing a Registration Statement covering the like) (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), Shares and use its best efforts to effect cause such Registration Statement to become effective. Employer and Executive shall use commercially reasonable efforts to obtain an underwriter to firmly underwrite any such offering; in the registration under tie Securities Act event that no underwriter reasonably acceptable to Employer is willing to make a firm commitment, Employer shall have no obligation to file the Registration Statement. Employer may delay for up to ninety (90) days the filing of such a Registration Statement if the Registrable Securities board of all Holders which the Company has been so directors of Employer in good faith and for a bona fide corporate purpose determines that a filing at a requested time would be adverse to register. (b) The Company Employer's interests. Employer shall not be obligated to take file any action such Registration Statement at any time during which it is impossible or impracticable to effect include the required financial statements. Employer and Executive shall provide all information required for inclusion in such Registration Statement and any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with therewith shall contain the customary representations, warranties, indemnification, and contribution provisions. All expenses of such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only allocated pro rata according to the extent that, all directors, executive officers and other persons with registration rights with respect to securities total number of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateShares included therein.

Registration on Request. (a) Except as At any time following the expiration of the IPO Lock-Up Period, Initiating Holders may by written notice make a request that the Company effect the registration under the Act of all or part of such Initiating Holders' Registrable Securities, specifying the intended method or methods of disposition thereof; provided in subsection (b) that the Shareholders, collectively, are entitled to an aggregate of four such registrations pursuant to this Section 4(a). Notwithstanding the provisions of this Section 2.1, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered4(a), the Company shallshall not be obligated to effect a registration under the Act of the designated Registrable Securities if in the preceding 180 days the Company shall have previously effected a registration under the Act of the Company's securities. (b) Upon receipt of the request of the Initiating Holders pursuant to Section 4(a), as expeditiously as reasonably possiblethe Company shall give written notice of the requested registration ( a "Demand Notice"), notify at its expense, to all other Holders of Registrable Securities within 15 business days of receipt of such Initiating Holders request (and allowing them to participate therein), and thereupon shall use its best commercially reasonable efforts to effect the registration under tie Securities the Act of of: (i) the Registrable Securities of all Holders which that the Company has been so requested to register.register by the Initiating Holders for disposition in accordance with the intended method or methods of disposition stated in such request; and (bii) The all other Registrable Securities that the Company shall not be obligated has been requested to take any action to effect any registration requested register by the Holders pursuant thereof by written request delivered to subsection (a) above (i) after two years from the date of this Warrant, or (ii) Company within 15 business days after the Company has effected one giving of the Demand Notice (1which request shall specify the intended method or methods of disposition of such Registrable Securities); all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) registration pursuant of the Registrable Securities so to this Section 2.1 and such registration has been declared or ordered effectivebe registered. (c) Notwithstanding Whenever the Company shall effect a registration of Registrable Securities pursuant to this Section 4, subject to Section 4(d) below, (i) any other provision hereof Additional Registration Rights Holder shall have the right to include in the registration made pursuant to this Section 4, to the contraryextent provided in the relevant agreement between the Company and the Additional Registration Rights Holder, the securities held by such Additional Registration Rights Holders to which such registration rights relate and (ii) the Company shall have the right to include in the registration made pursuant to this Section 4 any securities to be issued by the Company (the securities referred to in clause (i) and (ii) above are hereinafter referred to as "Additional Securities"). (d) Each registration requested pursuant to this Section 4 shall be effected by the filing of a registration statement on the applicable form, as reasonably determined by the Company. (e) If the managing underwriter of any Underwritten Offering undertaken pursuant to this Section 4 shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number or type of securities requested to be included in such registration (including any Additional Securities) is a number or type which would adversely affect such offering, then the number of shares of Registrable Securities to be included in such registration shall be allocated pro rata among Holders of Registrable Securities (with such allocation to be made on the basis of the number of shares requested to be included in such registration by such Holders) and, thereafter, pro rata among the Company and the Additional Registration Rights Holders (such limited number to be allocated between the Company and the affected Additional Registration Rights Holders as the Company shall determine). (f) If the Company determines, in its reasonable judgment, that a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided4 would interfere with or require public disclosure of any financing, howeveracquisition, that a registration which does not become effective after disposition, corporate reorganization or other transaction involving the Company has filed or its subsidiaries which would have a material adverse effect on such transaction, the Company shall be entitled to postpone for a reasonable period of time (not to exceed 90 days) the filing, supplementing or amending of any such registration statement with respect thereto solely by reason statement. Upon such determination, the Company shall give the holders of Registrable Securities requesting registration written notice of such determination and an estimate of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) anticipated delay. The Company shall not be obligated to effect not, within 120 days of the expiration of any registration such postponement, exercise again its right of postponement pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by 4(f). If the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may shall so postpone for up to 90 days the filing or the effectiveness of a registration statement statement, such holders of Registrable Securities may withdraw their request for registration by giving written notice to the Company within 15 days of receipt of the notice of postponement and such withdrawn request shall not constitute a request for registration pursuant to Section 4(a). (g) Notwithstanding anything in this Section 4 to the contrary, in no event shall the Company be required to effect a registration pursuant to this Section 2.1 if 4 in which the financial advisor and/or underwriter to estimated aggregate gross proceeds from the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders sale of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request included therein is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateless than $1 million.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1Request by the Demand Party. At any time, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. the Demand Party requesting that the Company effect the registration under the Securities Act of all or any part of its directors or officers who are Holders) owning at least 60,000 such Demand Party's Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and specifying the like) (which request shall specify the number amount and intended method of Registrable Securities to be registered)disposition thereof, the Company shall, as expeditiously as reasonably possible, notify will promptly give written notice of such requested registration to all other Holders of such request (and allowing them to participate therein)Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under tie the Securities Act of the of: (i) such Registrable Securities (including, if such request relates to any Common Equivalent Securities, the shares of all Holders Common Stock issuable upon such conversion, exercise or exchange) which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested register by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or Demand Party; and (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any all other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason Registrable Securities of the refusal by a requesting Holder, in its sole discretion, same class or series as are to proceed with such registration shall be deemed to have been effected by the Company registered at the request of a Demand Party and which the Holders unless the requesting Holder shall have elected Company has been requested to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with register by any stop orderother Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount of such Registrable Securities), injunction or other order or requirement all to the extent necessary to permit the disposition (in accordance with the intended method of distribution thereof as aforesaid) of the Commission or other governmental agency or court for Registrable Securities so to be registered; provided, that with respect to any reason Demand Party other than a misrepresentation or an omission by any participating HolderCommon Stock Partnership, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to of Registrable Securities under this Section 2.1 3(a) unless such Demand Party requests that the Company register at least 1% of the total number of Registrable Securities; and provided, further, that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within 90 days a period of nine months after the effective date of any underwritten public offering other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if with respect thereto the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company (at the end of its fiscal year, in which period case the filing may be extended up to an additional 90 days if, and only to delayed until the extent that, all directors, executive officers and other persons with registration rights with respect to securities completion of such regular audit (unless the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders Holders of the Registrable Securities that such registration would reasonably to be expected registered agree to have a material adverse effect on pay the Company; provided, however, that in such event the Holders expenses of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registrationan audit other than the regular audit). Notwithstanding the above, the Company may delay a demand registration pursuant to Nothing in this Section 2.1 3 shall operate to limit the right of any Holder to (i) request the registration of Common Stock issuable upon conversion, exercise or exchange of Common Equivalent Securities held by such Holder notwithstanding the fact that at the time of request such Holder holds only once in any twelve month period. In addition, upon written notice from Common Equivalent Securities or (ii) request the Company to Holder registration at one time of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateboth Common Stock Common Equivalent Securities.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1, upon Upon the written request of Holders either WCI, CVI or BTC, (which request must be initiated each a "Requesting Stockholder"), requesting that the Company effect the registration under the Securities Act of all or part of the Conversion Shares held by either Stonegate Securities, Inc. such Requesting Stockholder and specifying the intended method or any methods of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number disposition of Registrable Securities to be registered)such Conversion Shares, the Company shall, as expeditiously as reasonably possible, notify all other Holders will promptly give written notice of such request (requested registration by registered or certified mail, return receipt requested, to all Stockholders holding Registrable Securities and allowing them to participate therein), and thereupon will use its best efforts to effect effect, at the registration earliest possible date, the registration, under tie the Securities Act of Act, subject to Section 2(d), of (i) the Registrable Securities of all Holders Conversion Shares which the Company has been so requested to registerregister by such Requesting Stockholder, for disposition as stated in such request, and (ii) all other Registrable Securities which the Company has been requested to register by Stockholders holding Registrable Securities (which Stockholders, together with the Requesting Stockholders, are referred to herein as "Registering Stockholders") by written request delivered to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be so registered, provided that (A) if the Company shall have previously effected a registration of which notice has been given to all Stockholders holding Registrable Securities pursuant to Section 3, in which either Requesting Stockholder wishing to do so was permitted to sell all Registrable Securities they desired to sell, the Company shall not be required by either Requesting Stockholder to effect a registration pursuant to this Section 2 until a period of 90 days shall have elapsed from the effective date of the most recent such previous registration, and (B) the Company shall not be obligated to effect more than two such registrations for CVI and WCI together and two such registrations for BTC. Each registration requested pursuant to this Section 2 shall be effected by the filing of a registration statement on Form S-1, Form S-2 or Form S-3 (or any other form which the Company is qualified to use). (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall will pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, each registration of Registrable Securities effected by the Company may delay a demand registration pursuant to this Section 2.1 only once 2. (c) The Company will not register securities for sale for the account of any Person other than (i) the Company, and (ii) holders of Registrable Securities. The Company will not grant to any Person the right to request a registration of securities except pursuant to Section 2(a); provided, however, the Company has granted such rights pursuant to the Stock Acquisition and Merger Agreement dated as of August 15, 1996 and Exhibit I thereto. The Company may grant incidental rights to participate in registrations comparable to those granted in Section 3. (d) If the registration so requested by the Requesting Stockholder involves an underwritten offering of the securities so being registered, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and the managing underwriter of such underwritten offering shall advise the Company in writing that, in its opinion, the distribution of all or a specified portion of the Registrable Securities which the Registering Stockholders have requested to register under Section 2(a)(i) or (ii) will cause the total number of securities to be distributed to exceed the number which can be sold in an orderly manner within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting the registration, then the Company will promptly furnish each Registering Stockholder a copy of the opinion of the managing underwriter, will register the shares of Common Stock which the Registering Stockholders have requested pursuant to Section 2(a)(i) or (ii) in an amount not to exceed the maximum number of shares that the managing underwriter deems advisable and, to the extent necessary so that the aggregate number of shares to be registered does not exceed the maximum amount the managing underwriter deems advisable, will first reduce the number of shares that each Registering Stockholder, other than a Requesting Stockholder, has requested to register pursuant to Section 2(a)(ii), Pro Rata, and then, to the extent necessary, reduce the number of shares that the Requesting Stockholder has requested to register pursuant to Section 2(a)(i) or (ii), Pro Rata. (e) If requested by the underwriters for any twelve month period. In additionunderwritten offering of Registrable Securities on behalf of a holder or holders of Registrable Securities pursuant to a registration requested under this Section 2, upon the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution provisions to the effect and to the extent provided in Section 6. (f) If, at any time after requesting registration pursuant to Section 2(a) and prior to the effective date of the registration statement filed in connection with such registration request, any Requesting Stockholder shall determine for any reason not to register such Registrable Securities, such Requesting Stockholder may, at its election, give written notice from of such determination to the Company. The Company shall then be relieved of its obligations to register any Registrable Securities in connection with such Requesting Stockholder's registration request (but not its obligation to pay the Registration Expenses in connection therewith as provided in Section 2(b)), without prejudice, however, to the rights pursuant to Section 2(a) of any other Registering Stockholders to request that such registration be effected. (g) In connection with the first request for registration pursuant to Section 2(a), the Company may, within fifteen (15) days after its receipt of such request, give the Requesting Stockholder notice that it is the good faith intention of the Company to Holder register securities under the Securities Act for sale for its own account. Thereafter, the provisions of Section 3 shall govern, and the Requesting Stockholders' registration request under Section 2(a) shall be deemed rescinded. The Requesting Stockholders shall again be entitled to request such registration under Section 2(a), but not sooner than the earliest of (i) ninety (90) days after the effective date of the effectiveness Company's registration, (ii) the Company's determination (of an underwritten public offering, Holder agrees which the Company shall promptly notify the holders of Registrable Securities) not to sell proceed with its registration of securities, and (iii) the Company's failure to use best efforts to effect the registration of its securities. (h) In connection with any Registrable Securities request for registration pursuant to Section 2(a), the Company may, on one occasion only, upon a good-faith determination by the Company's Board of Directors that such a registration would interfere with the completion of a proposed corporate transaction, notify the Requesting Stockholder that it intends to defer such registration for up to one hundred twenty (120) days. In such event the Requesting Stockholder may rescind their registration request, and shall again be entitled to request such registration under any registration statement effected under this Section 2.1 for a 2(a), but not sooner than the end of the period of thirty (30) days following such effective datedeferral determined by the Company.

Registration on Request. (a) Except as provided in subsection Subject to Section 5.1 (b) of this Section 2.1g), at any time or from time to time, upon the written request of Holders the holder or holders of a majority of the outstanding Warrant Shares and Warrants (such majority determined, for purposes of this Section 5.1, by calculating the number of Warrant Shares for which request must be initiated by either Stonegate Securitiessuch Warrants are then exercisable) (the "Initiating Holders"), Inc. requesting that the Company effect the registration under the Securities Act of all or any part of its directors or officers who are such Initiating Holders) owning at least 60,000 ' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all holders of Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and who shall have the like) (which right to request shall specify the number of that their Registrable Securities be included in the registration statement requested pursuant to be registered)this Section 5.1 upon written notice to the Company made within 20 days after receipt of the Company's written notice. Thereupon, the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and will use its best efforts to effect the registration under tie the Securities Act of the Registrable Securities of all Holders which the Company has been so requested to registerregister for disposition in accordance with the intended method of disposition stated in the Initiating Holder's request; all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid), of the Registrable Securities and the additional shares of Common Stock, if any, to be so registered, provided that the holders of Registrable Securities as a class shall be entitled to not more than two registrations upon request pursuant to this Section 5.1. (b) The Company Registrations under this Section 5.1 shall not be obligated to take any action to effect any on such appropriate registration requested by form of the Holders pursuant to subsection (a) above Commission (i) after two years from as shall be selected by the date of this Warrant, or Company and (ii) after as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the Initiating Holders' their request for such registration. The Company has effected one (1) registration pursuant agrees to this Section 2.1 and include in any such registration has been declared or ordered effectivestatement all information which holders of Registrable Securities being registered shall reasonably request. (c) Notwithstanding any other provision hereof The Company will pay all Registration Expenses in connection with the registrations requested pursuant to this Section 5.1. (d) The Initiating Holders will be entitled to request two registrations pursuant to this Section 5.1 for which the contrary, a Company will pay all registration expenses. A registration requested pursuant to this Section 2.1 5.1 shall not be deemed to have been effected (i) unless it a registration statement with respect thereto has become effective and remains effective for at least 180 dayscloses; provided, however, provided that a registration which does not become effective after being filed by the Company has filed a registration statement with respect thereto pursuant to Section 5.1 solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed by the Initiating Holders (other than a refusal to proceed based upon the advice of counsel relating to a matter with such registration respect to the Company) shall be deemed to have been effected by the Company at the request of the Initiating Holders unless the requesting Holder Initiating Holders shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if if, after it has become effective effective, such registration is interfered with by any subject to a stop order, injunction or other order or requirement of the Commission or other governmental agency or court suspending the effectiveness of such registration statement for any reason reason, other than by reason of misstatements or omissions made or not made in the registration statement in reliance upon and in conformity with written information furnished to the Company by a misrepresentation or an omission by any participating HolderHolder of Registrable Securities specifically for use in the preparation of such registration statement, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied satisfied, other than by reason of some wrongful act or omission, or act or omission in bad faith, by any Holder of Registrable Securities participating Holderin the offering. Except as provided in Section 5.1(d)(i) above, whether or not the registration becomes effective and closes, the Company will pay all registration expenses in connection with any registration so initiated. (de) The Company If a registration requested pursuant to this Section 5.1 involves an underwritten offering, the underwriter or underwriters thereof shall not be obligated selected by the holders of at least a majority (by a number of shares) of the Registrable Securities as to effect any which registration has been requested and shall be reasonably acceptable to the Company. (f) If a requested registration pursuant to this Section 2.1 within 90 days after 5.1 involves an underwritten offering, and the effective date managing underwriter shall advise the Company (with a copy of any underwritten public such notice to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities proposed be sold for the account of the Company) exceeds the number which can be sold in such offering within a price range acceptable to the Initiating Holders, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities, pro rata among such holders requesting such registration on the basis of the number of such securities requested to be included by such holders, (ii) second, all shares proposed to be included by the Company in such registration and (which period may be extended up to an additional 90 days if, and only to the extent thatiii) third, all directors, executive officers and shares other persons with registration rights than Registrable Shares (any such shares with respect to securities of the Company are required any registration, "Other Securities") requested to execute standard lockup agreements with the underwriters be included in such public offeringregistration by the holder or holders thereof. (g) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone suspend any registration requested pursuant to this Section 5.1 one time per registration for a single period of up to 90 days upon notice to the filing or holders of Registrable Securities whose Securities are covered by the effectiveness of a registration statement for a registration Statement requesting pursuant to this Section 2.1 if 5.1 that, in the financial advisor and/or underwriter to good faith determination of the Company certifies to Board of Directors of the holders Company, the registration and sale at such time of the Registrable Securities that such registration requested to be so registered would reasonably not be expected to have a material adverse effect on in the best interests of the Company; provided, howeverprovided that notwithstanding such suspension, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with continue to diligently process the preparation of the documentation required for such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand No registration shall be requested pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice 5.1 during the period from the Company to Holder date of the effectiveness notice to the Warrant Securityholders pursuant to Section 5.1 (a) of an underwritten public offeringthe Company's intention to register securities until the expiration of the lockup period specified in Section 5.4(b), Holder agrees not or, if earlier, the date of the Company's notice pursuant to sell any Registrable Securities under any registration statement effected under this the proviso to the second sentence of Section 2.1 for a period of thirty (30) days following such effective date5.2(a).

Registration on Request. (a) Except as The Initiating Holders may by written notice make a request that the Company effect the registration under the Act of all or part of such Initiating Holders' Registrable Securities, specifying the intended method or methods of disposition thereof, including, without limitation, on a delayed or continuous basis pursuant to Rule 415 of the Act; provided in subsection (b) that the Shareholders, collectively, are entitled to an aggregate of four such registrations pursuant to this Section 4(a). Notwithstanding the provisions of this Section 2.1, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered4(a), the Company shallshall not be obligated to effect a registration under the Act of the designated Registrable Securities if in the preceding 180 days the Company shall have previously effected a registration under the Act of the Company's securities. (b) Upon receipt of the request of the Initiating Holders pursuant to Section 4(a), as expeditiously as reasonably possiblethe Company shall give written notice of the requested registration (a "Demand Notice"), notify at its expense, to all other Holders of Registrable Securities within 15 business days of receipt of such Initiating Holders' request (and allowing them to participate therein), and thereupon shall use its best commercially reasonable efforts to effect the registration under tie Securities the Act of of: (i) the Registrable Securities of all Holders which that the Company has been so requested to register.register by the Initiating Holders for disposition in accordance with the intended method or methods of disposition stated in such request; and (bii) The all other Registrable Securities that the Company shall not be obligated has been requested to take any action to effect any registration requested register by the Holders pursuant thereof by written request delivered to subsection (a) above (i) after two years from the date of this Warrant, or (ii) Company within 15 business days after the Company has effected one giving of the Demand Notice (1which request shall specify the intended method or methods of disposition of such Registrable Securities); all to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) registration pursuant of the Registrable Securities so to this Section 2.1 and such registration has been declared or ordered effectivebe registered. (c) Notwithstanding Whenever the Company shall effect a registration of Registrable Securities pursuant to this Section 4, subject to Section 4(d) below, (i) any other provision hereof Additional Registration Rights Holder shall have the right to include in the registration made pursuant to this Section 4, to the contraryextent provided in the relevant agreement between the Company and the Additional Registration Rights Holder, the securities held by such Additional Registration Rights Holders to which such registration rights relate and (ii) the Company shall have the right to include in the registration made pursuant to this Section 4 any securities to be issued by the Company (the securities referred to in clause (i) and (ii) above are hereinafter referred to as "Additional Securities"). (d) Each registration requested pursuant to this Section 4 shall be effected by the filing of a registration statement on the applicable form, as reasonably determined by the Company. (e) If the managing underwriter of any Underwritten Offering undertaken pursuant to this Section 4 shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number or type of securities requested to be included in such registration (including any Additional Securities) is a number or type which would adversely affect such offering, then the number of shares of Registrable Securities to be included in such registration shall be allocated pro rata among Holders of Registrable Securities (with such allocation to be made on the basis of the number of shares requested to be included in such registration by such Holders) and, thereafter, pro rata among the Company and the Additional Registration Rights Holders (such limited number to be allocated between the Company and the affected Additional Registration Rights Holders as the Company shall determine). (f) If the Company determines, in its reasonable judgment, that a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided4 would interfere with or require public disclosure of any financing, howeveracquisition, that a registration which does not become effective after disposition, corporate reorganization or other transaction involving the Company has filed or its subsidiaries which would have a material adverse effect on such transaction, the Company shall be entitled to postpone for a reasonable period of time (not to exceed 90 days) the filing, supplementing or amending of any such registration statement with respect thereto solely by reason statement. Upon such determination, the Company shall give the holders of Registrable Securities requesting registration written notice of such determination and an estimate of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) anticipated delay. The Company shall not be obligated to effect not, within 120 days of the expiration of any registration such postponement, exercise again its right of postponement pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by 4(f). If the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may shall so postpone for up to 90 days the filing or the effectiveness of a registration statement statement, such holders of Registrable Securities may withdraw their request for registration by giving written notice to the Company within 15 days of receipt of the notice of postponement and such withdrawn request shall not constitute a request for registration pursuant to Section 4(a). (g) Notwithstanding anything in this Section 4 to the contrary, in no event shall the Company be required to effect a registration pursuant to this Section 2.1 if 4 in which the financial advisor and/or underwriter to estimated aggregate gross proceeds from the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders sale of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request included therein is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateless than $3 million.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 a majority of the then outstanding Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and of all Holders requesting that the like) Company effect pursuant to this Section 2.1 the registration of the requesting Holders' Registrable Securities under the Securities Act (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under tie the Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental govern-mental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve twelve-month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.

Registration on Request. (a) Except as provided Subject to the limitations set forth in subsection (b) of this Section section 2.1, upon written request, Stockholders holding at least two thirds of the shares of Voting Stock (the “Initiating Holders”) may request that the Holding Company effect the registration under the Securities Act of all or a portion of the Registrable Shares of such Stockholders. A written request pursuant to this clause (a) shall specify (i) the number of Registrable Shares such Initiating Holders desire to have registered, (ii) the Initiating Holders intending to register their Registrable Shares, (iii) the respective amount of Registrable Shares intended to be registered by each such Initiating Holder, (iv) the intended method or methods of distribution of all such Registrable Shares by such Initiating Holders and (v) whether or not such Initiating Holders elect such registration to be an underwritten offering. Upon receipt of such written notice, the Holding Company will: (i) promptly give written notice of the requested registration to each Holder that is not an Initiating Holder; (ii) as expeditiously as reasonably practicable, prepare and file with the Commission a registration statement relating to the requested registration; and (iii) use commercially reasonable efforts to effect such registration as soon as practicable, of (A) the Registrable Shares that the Holding Company has been so requested to register by the Initiating Holders and (B) all other Registrable Shares that the Holding Company has been requested to register by the other Holders thereof upon written request by such other Holders given to the Holding Company within 30 days after the giving of the written request of Holders notice by the Holding Company as set forth in subclause (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holdersi) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) above (which request shall specify the number of Registrable Securities Shares to be included in such registration), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Shares so to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under tie Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register. (b) The obligations of the Holding Company under this section 2.1 to effect any such registration shall be subject to the following qualifications: (i) the Holding Company shall not be obligated to take any action required to effect any a registration requested by the Holders pursuant to subsection this section 2.1: (a) above (i) after two years from the date of this Warrant, or (iiA) after the Holding Company has effected one (1) registration pursuant to this Section 2.1 section 2.1, and such registration has been declared or ordered effective. effective and kept effective by the Holding Company as required by section 2.4 of this Agreement; (cB) Notwithstanding any other provision hereof during the period starting with the date sixty (60) days prior to the contraryHolding Company’s good faith estimate of the date of filing of, and ending on a date one hundred twenty (120) days after the effective date of, a Holding Company-initiated registration; provided that the Holding Company is actively employing in good faith all reasonable efforts to cause such registration requested statement to become effective or (C) if the Initiating Holders propose to dispose of Registrable Shares that may be immediately registered on Form S-3 pursuant to this Section 2.1 shall not be deemed a request made pursuant to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 section 2.3 below) in connection with such registration, ; (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Holding Company shall not be obligated to effect any registration requested pursuant to this Section section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only prior to the extent that, all directors, executive officers and other persons with registration rights with respect to securities earlier of (A) the third anniversary of the Company are required to execute standard lockup agreements with Completion Date (as defined in that certain Share Purchase Agreement, dated June 5, 2011, by and among the underwriters in such Holding Company, Melrose PLC, Melrose Overseas Holdings Limited and Melrose UK 4 Limited (formerly Dynacast Investments Limited) and (B) 120 days following the consummation of the Holding Company’s initial public offering; (iii) or of the Holding Company shall not be obligated to effect any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration requested pursuant to this Section section 2.1 if unless requested to do so in writing by the financial advisor and/or underwriter Holders of at least two thirds of the shares of Voting Stock; (iv) the Holding Company shall not include in any registration requested pursuant to this section 2.1 any securities other than Registrable Shares unless: (A) the Company certifies Managing Underwriter of such offering shall have advised each Holder of Registrable Securities to be covered by such registration in writing that the holders inclusion of such other securities would not adversely affect such offering or (B) the Holders of 51% of the Registrable Securities that Shares to be included in such registration would reasonably be expected shall have consented in writing to have a material adverse effect on the Company; provided, however, that in inclusion of such event other securities; (v) the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Holding Company shall pay all Registration Expenses related to any registration requested pursuant to this section 2.1, and any Selling Expenses related to any registration requested pursuant to this section 2.1 shall be allocated among all Persons on whose behalf securities of the Holding Company are included in registration, on the basis of the respective amounts of the securities then being registered on their behalf; (vi) in connection with such postponed or withdrawn registration. Notwithstanding the aboveany underwritten offering requested pursuant to this section 2.1, the Company right of any Holder to include such Holder’s Registrable Shares in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by the Holding Company; (vii) if in connection with any underwritten offering requested pursuant to this section 2.1, the Managing Underwriter(s) shall impose a limitation on the number or kind of securities that may delay a demand be included in any such registration because, in its reasonable judgment, such limitation is necessary to effect an orderly public distribution or to prevent an adverse effect upon such offering, then there shall be included in such registration: (A) first, the Registrable Shares then requested to be registered by the Holders thereof (and, if not all of such Registrable Shares can be included therein on account of such limitation, then the Registrable Shares to be included in such registration shall be allocated among the Holders thereof at the time requesting registration in proportion to the aggregate number of Registrable Shares then owned by or issuable to each such Holder), and (B) second, if all of the Registrable Shares then requested to be registered have been so included, any other securities (including, without limitation, those to be issued and sold by the Holding Company) which are to be included in such registration (and, if not all of such securities can be included therein on account of such limitation, then the securities to be included in such registration pursuant to this Section subparagraph (B) shall be allocated among the holders thereof at the time requesting registration in proportion to the aggregate number of securities then owned by or issuable to each such holder); and (viii) if the Holding Company shall furnish to each Holder requesting registration pursuant to this section 2.1 only once in any twelve month period. In addition, upon written notice from an Officer’s Certificate certifying that the Company to Holder board of directors of the effectiveness Holding Company has determined that it is necessary to delay the filing of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any the registration statement effected under this Section 2.1 because such a filing at the time requested, or the offering of securities pursuant thereto, would be seriously detrimental to the Holding Company and its shareholders, the Holding Company shall have the right to delay such filing for a period ending not more than 135 days after the first date upon which it shall have received a written request for such registration from the Initiating Holders; provided that (A) the Holding Company may not exercise this right to delay the filing of thirty a registration statement on more than one occasion in any twelve-month period, and (30B) days following the Holding Company shall reimburse each Holder for all expenses (but as to fees, expenses and disbursements of one counsel to the Holders so requesting registration under this section 2.1, only reasonable fees, expenses and disbursements of counsel) incurred in connection with any such effective dateregistration prior to receipt of any such Officer’s Certificate.

Registration on Request. (a1) Except as provided in subsection (b) For a period of this Section 2.1two years following the Closing, upon the written request of Holders (which request must be initiated by either Stonegate holders holding Registrable Securities requesting that the Parent effect the registration under the Securities Act of not less than 500,000 shares of such Registrable Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request Parent shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders promptly provide written notice of such request (and allowing them to participate therein)all holders of Registrable Securities, and thereupon will use its best efforts to effect register under the registration under tie Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register.held by such (b2) The Company registration rights granted hereby are subject to the following limitations: (i) the Parent shall not be obligated to take any action to effect any file more than one such registration requested by the Holders statements pursuant to subsection (a) above (i) after two years from the date of this Warrant, or hereto; (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company Parent shall not be obligated to effect cause any registration pursuant statement filed hereunder to this Section 2.1 within 90 days be declared effective less than six months after the effective date of any underwritten public offering other registration statement filed by the Company Parent; and (iii) if with respect thereto, the managing underwriter, the SEC, the Securities Act, or the form on which period the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Parent at the end of its fiscal year, in which case the filing may be extended up delayed until the completion of such regular audit (unless the holders requesting registration agree to an additional 90 days if, and only to pay the extent that, all directors, executive officers and other persons with registration rights with respect to securities expenses of the Company are required Parent in connection with such an audit other than the regular audit). In addition, the Parent shall have the right to execute standard lockup agreements with postpone the underwriters in such public offering) or filing of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone statement requested pursuant hereto for up to 90 days three (3) months if, in the opinion of the Board of Directors of the Parent, the filing or the effectiveness of a any such registration statement for a registration would interfere with any material transaction then being pursued by the Parent or other material, pending development. The Parent shall select any underwriter or underwriters used in connection with any public offering of securities registered pursuant to this Section 2.1 paragraph. (3) The Parent may elect to include in any registration statement filed and any offering pursuant hereto, newly issued shares of Common Stock and shares held by other stockholders of the Parent ("Other Sellers"); provided that if the financial advisor and/or number of securities desired to be offered by the Parent and such Other Sellers together with the Registrable Securities which the Parent has been requested to register exceeds the maximum number of securities which any managing underwriter to recommends including in the Company certifies to offering, then the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on and the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration Parent shall be entitled to withdraw such request andinclude in the offering the full number of securities which they desire to include, and each of the Other Sellers who elect to participate in the offering shall be entitled to sell a portion of the remaining maximum number, if any, pro rata based on the number of securities each such request is withdrawnOther Seller notified the Parent that such Other Seller wished to sell. If, pursuant to the preceding sentence, all the securities of the Other Sellers are excluded, and the number of securities proposed to be included by the holders of Registrable Securities and the Parent exceeds the maximum number, such Registration holders shall not count as be entitled to include in the one permitted registration under this Section 2.1 offering the full number of Registrable Securities and the Company Parent shall pay all Registration Expenses be entitled to sell the remaining amount up to the maximum number. Each of the holders of Registrable Securities and the Parent (in connection with such postponed or withdrawn registration. Notwithstanding the above, event that any securities are to be offered by the Company Parent) may delay a withdraw from any demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon hereto by giving written notice from to the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.Parent prior to

Registration on Request. (ai) Except as provided in subsection The Company agrees that, at any time, and from time to time, but at least 180 days after the earlier to occur of (bi) an IPO and (ii) a Trading Event, Holders of this Section 2.1, upon a majority of the Registrable Securities may make a written request that the Company effect the registration under the Securities Act of outstanding Registrable Securities; provided that such requested registration would cover at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (which request must be initiated by either Stonegate Securitiesii) The Company further agrees that if, Inc. at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, one or more of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts desire to effect the registration under tie the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period. (iii) Each request made by one or more of the Holders pursuant to subsection (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, a registration statement under the Securities Act with respect to the Registrable Securities of all Holders which that the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested register in the request by the Initiating Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected all notices received by the Company at the request of the from such other Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 30 days after the effective date giving of any underwritten public offering such notice by the Company (which period may be extended up to an additional 90 days ifCompany), and only to the extent that, all directors, executive officers and other persons with registration rights with respect necessary to securities of permit the Company are required to execute standard lockup agreements disposition (in accordance with the underwriters in such public offeringintended methods thereof as aforesaid) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that to be registered. If such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders method of Registrable Securities requesting such Registration disposition shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any the Holders of a majority of the shares of Registrable Securities under to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration statement effected under is not less than the minimum amount required pursuant to this Section 2.1 for a period of thirty (30) days following such effective date5.3.

Registration on Request. (a) Except If one or more Shareholders (as provided in subsection applicable, such Shareholders being referred to herein as the “Initiating Holders”)seeks to cause an IPO pursuant to Article 5.3, requesting that the Company effect the registration (bunder the Applicable Laws selected by the Initiating Holders) for resale of this Section 2.1, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. all or any portion of its directors or officers who are Holders) owning at least 60,000 the Registrable Securities held by the Initiating Holders and specifying the intended method of disposition thereof (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like“Demand Notice”) (the date on which request the Company receives the Demand Notice being the “Demand Notice Date”), the Company shall specify promptly (but in any event within five (5) Business Days after the Demand Notice Date) forward a copy of the Demand Notice to all other Registrable Security Holders and each such holder shall have twenty (20) days from receipt of the Demand Notice to elect to include its Registrable Securities in such registration. The Registrable Security Holders shall exercise their right to include Registrable Securities in the relevant registration by delivering written notice to the Company within such twenty (20) day period specifying the number of Registrable Securities to be registered), that the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect relevant Registrable Security Holder shall include in the registration under tie Securities Act statement (such electing Registrable Security Holders, together with the Initiating Holder being the “Registering Holders”). Registration of any of the Registrable Securities provided herein shall mean the listing of all Holders the Registrable Securities on the Hong Kong, London or New York Stock Exchange or the NASDAQ under Applicable Laws. Upon the receipt of written notice from the Initiating Holders, the Company will, subject to the terms of this Agreement, effect the registration of the Registrable Securities under the Applicable Laws which the Company has been so requested to registerregister for disposition in accordance with the intended method of disposition stated in the Demand Notice. (b) The Company shall not be obligated to take any action to effect any registration requested by will prepare and file under the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (Applicable Laws as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other Demand Notice, no later than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering Demand Notice Date, a registration, registering for resale by the Company (which period may Registering Holders a sufficient number of Shares for the Registering Holders to sell the Registrable Securities requested to be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holdersregistered. The Company may postpone for up will use its commercially reasonable efforts to 90 cause such registration to be declared effective no later than the date which is 120 calendar days after the filing or Demand Notice Date (such date being the effectiveness of a “Required Effectiveness Date”). The Company will use its commercially reasonable efforts to cause the registration statement for a registration filed pursuant to this Section 2.1 if Article 9.1 to remain effective until the financial advisor and/or underwriter date on which all Registrable Securities registered pursuant to such registration statement shall have been sold to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective datepublic.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1, upon Upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. Xxxxxxx requesting that PLC effect the registration under the Securities Act of all or any part of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splitsShares and specifying the intended method of disposition thereof, stock dividendsPLC will, reorganizations and subject to the like) (which request shall specify the number terms of Registrable Securities to be registered)this Agreement, the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its reasonable best efforts to effect the registration under tie the Securities Act of the Registrable Securities of all Holders Shares which the Company PLC has been so requested to registerregister by Xxxxxxx for disposition in accordance with the intended method of disposition stated in such request. (b) The Company Registrations under the Securities Act under this Section 4.1 shall not be obligated to take any action to effect on such appropriate registration form of the SEC as shall be selected by Xxxxxxx and PLC. If, in connection with any registration requested under the Securities Act under Section 4.1(a), which is proposed by PLC to be on Form S-3 or any similar short form registration statement which is a successor to Form S-3, the Holders pursuant managing underwriters, if any, shall advise PLC in writing that in their opinion the use of another permitted form is of material importance to subsection (a) above (i) after two years from the date success of this Warrantthe offering, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and then such registration has been declared or ordered effectiveshall be on such other permitted form. (c) Notwithstanding PLC will pay all expenses associated with any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 4.1 by Xxxxxxx including, without limitation, legal, accounting, registration, printing and distribution fees and expenses, except that Xxxxxxx shall pay for commissions and underwriting discounts payable with respect to the Registrable Securities ("Registration Expenses"). (d) A registration or qualification requested pursuant to this Section 4.1 shall not be deemed to have been effected (i) unless it a registration statement with respect thereto has become effective and remains effective for at least 180 days; providedeffective, however, PROVIDED that a registration which does not become effective after the Company PLC has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with of Xxxxxxx (other than a refusal to proceed based upon the advice of counsel relating to information concerning the business or financial condition of PLC which is made known to Xxxxxxx after the date on which such registration was requested) shall be deemed to have been effected by the Company PLC at the request of the Holders Xxxxxxx unless the requesting Holder Xxxxxxx shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if if, after it has become effective effective, such registration is interfered with by statement or distribution of Registrable Shares becomes subject to any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reason other than a misrepresentation by reason of some act or an omission by any participating Holderby, or circumstance relating to, Xxxxxxx, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied satisfied, other than by reason of some wrongful act or omission, or act or omission in bad faithby, by any participating Holderor circumstances relating to, Xxxxxxx. (de) The Company shall not be obligated to effect any If a requested registration pursuant to this Section 2.1 4.1 involves an underwritten offering, the managing underwriter or underwriters thereof shall be selected by Xxxxxxx and shall be reasonably acceptable to PLC. (f) PLC shall not be required to effect more than three registrations pursuant to this Section 4.1. In addition, notwithstanding any other language herein, PLC shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within 90 days six months after the effective date of any underwritten public offering by the Company (which period may be extended up registration statement relating to an additional 90 days if, and only to a Public Offering. If at the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or time of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration register Registrable Shares pursuant to this Section 2.1 if 4.1, PLC is engaged or has plans to engage in a Public Offering or is engaged in any other activity which, in the financial advisor and/or underwriter to the Company certifies to the holders good faith determination of the Registrable Securities PLC Board, would be adversely affected by the requested registration, then PLC may at its option direct that such registration would reasonably request be expected to have delayed for a material adverse effect on period not in excess of 90 days from the Company; provided, however, that in date of such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawnrequest, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may right to delay a demand registration pursuant request to this Section 2.1 only be exercised by PLC not more than once in any twelve 12-month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.

Registration on Request. (a) Except as provided in subsection (b) Subject to Section 7.1.6 below, at any time after the Exercise Period Commencement Date, the holder or holders of this Section 2.1, upon a majority of the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splitsthe “Initiating Holders”), stock dividends, reorganizations and may request the like) (which Company to effect the registration under the Securities Act of the resale of all or part of such Initiating Holders’ Registrable Securities on a continuous basis pursuant to Rule 415. Such request shall specify the number intended method of disposition thereof. 7.1.1 The Company will promptly give written notice of such requested registration to all holders of Registrable Securities, who shall have the right to request that their Registrable Securities be included in the registration statement requested pursuant to be registered)this Section 7.1 upon written notice to the Company made within twenty (20) days after receipt of the Company’s written notice. Thereupon, the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and will use its best commercially reasonable efforts to effect the registration under tie the Securities Act of the Registrable Securities of all Holders which the Company has been so requested to registerregister for disposition in accordance with the intended method of disposition stated in the Initiating Holder’s request; all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid), of the Registrable Securities to be so registered, which shall be paid for by the Company in accordance with Section 7.1.3 below. 7.1.2 Registrations under this Section 7.1 shall be on such appropriate registration form of the Commission (bi) as shall be selected by the Company and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the Initiating Holders’ request for such registration. The Company agrees to include in any such registration statement all information which holders of Registrable Securities being registered shall reasonably request. 7.1.3 The Company shall not be obligated to take any action to effect any more than one registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration Registrable Securities pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a 7.1. A registration requested pursuant to this Section 2.1 7.1 shall not be deemed to have been effected (i) unless it a registration statement with respect thereto has become effective and remains effective for at least 180 dayseffective; provided, however, that a registration which does not become effective after being filed by the Company has filed a registration statement with respect thereto pursuant to this Section 7.1 solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed by the Initiating Holders (other than a refusal to proceed based upon the advice of counsel relating to a matter with such registration respect to the Company) shall be deemed to have been effected by the Company at the request of the Initiating Holders unless the requesting Holder Initiating Holders shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if if, after it has become effective effective, such registration is interfered with by any subject to a stop order, injunction or other order or requirement of the Commission or other governmental agency or court suspending the effectiveness of such registration statement for any reason reason, other than by reason of misstatements or omissions made or not made in the registration statement in reliance upon and in conformity with written information furnished to the Company by a misrepresentation or an omission by any participating HolderHolder of Registrable Securities specifically for use in the preparation of such registration statement, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied satisfied, other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders Holder of Registrable Securities requesting such Registration shall be entitled to withdraw such request andparticipating in the offering. Except as provided in Section 7.1.3 above, if such request is withdrawnwhether or not the registration becomes effective, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall will pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the aboveany registration so initiated. 7.1.4 If a registration requested pursuant to this Section 7.1 involves an underwritten offering, the underwriter or underwriters thereof shall be selected by the Company may delay and shall be reasonably acceptable to holders of at least a demand majority (by number of shares) of the Registrable Securities as to which registration has been requested and shall be reasonably acceptable to the Company. 7.1.5 If a requested registration pursuant to this Section 2.1 only once 7.1 involves an underwritten offering, and the managing underwriter shall advise the Company (with a copy of any such notice to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities proposed to be sold for the account of the Company) exceeds the number which can be sold in such offering within a price range acceptable to the Initiating Holders, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities, pro rata among such holders requesting such registration on the basis of the number of such securities requested to be included by such holders, and (ii) second, all shares proposed to be included as the Company shall determine, whether shares to be offered by the Company or any twelve month periodCompany stockholder (any such shares with respect to any registration, “Other Securities”) requested to be included in such registration by the holder or holders thereof. 7.1.6 The Company may suspend any registration requested pursuant to this Section 7.1 one time for a single period of up to ninety (90) days upon notice to the holders of Registrable Securities whose Registrable Securities are covered by the registration statement requested pursuant to this Section 7.1 that, in the good faith determination of the Board of Directors of the Company, the registration and sale at such time of the Registrable Securities requested to be so registered would not be in the best interests of the Company, provided that notwithstanding such suspension, the Company shall continue to diligently process the preparation of the documentation required for such registration. In addition, upon written notice No registration shall be requested pursuant to this Section 7.1 during the period from the Company to Holder date of the effectiveness notice to Holders pursuant to Section 7.1.1 of an underwritten public offeringthe Company’s intention to register securities until the expiration of the lockup period specified in Section 7.4.2, Holder agrees or, if earlier, the date of the Company’s notice pursuant to the proviso to the second sentence of Section 7.2.1. 7.1.7 Notwithstanding the foregoing, the Company shall not be required to sell any Registrable Securities under any comply with a demand for registration statement effected under this Section 2.1 7.1 if the only form available for such registration is a period of thirty (30) days following such effective dateForm S-1.

Registration on Request. In the event that the Company consummates an underwritten public offering of its Class B Common Stock, registered under the Securities Act of 1933, as amended (athe “Registered Offering”) Except as provided in subsection (b) on or after the issuance date of this Warrant,, then: Subject to Section 2.1(A)0, at any time after six (6) months following the Company’s consummation of such Registered Offering, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any the Holder of its directors or officers who are Holders) owning at least 60,000 the outstanding Registrable Securities (as appropriately adjusted for stock splitsthe “Initiating Holder”), stock dividends, reorganizations and requesting that the like) (which request shall specify Company effect the number registration under Securities Act of the resale of all or part of such Initiating Holder’s Registrable Securities to be registered)and specifying the intended method of disposition thereof, the Company shall, as expeditiously as reasonably possible, notify will promptly give written notice of such requested registration to all other Holders holders of such Registrable Securities, who shall have the right to request that their Registrable Securities be included in the registration statement requested pursuant to this Section (and allowing them A) upon written notice to participate therein), and the Company made within twenty (20) days after receipt of the Company’s written notice. Thereupon the Company will use its best efforts to effect the registration for resale under tie the Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register. register in accordance with the intended method of disposition stated in the Initiating Holder’s request; all to the extent requisite to permit the disposition (bin accordance with the intended methods thereof as aforesaid), of the Registrable Securities to be so registered, which shall be paid for by the Company in accordance with Section (A)0. Registrations under this Section (A) shall be on Form S-3 or such appropriate registration form of the Commission (i) as shall be selected by the Company and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the Initiating Holder’s request for such registration. The Company shall not be obligated required to take register the Registrable Securities on a Form S-1. The Company agrees to include in any action such registration statement all information which the holders of Registrable Securities being registered shall reasonably request. The Initiating Holder will be entitled to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected request one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (cA) Notwithstanding any other provision hereof to for which the contrary, a Company will pay all Registration Expenses. A registration requested pursuant to this Section 2.1 (A) shall not be deemed to have been effected (i) unless it a registration statement with respect thereto has become effective and remains effective for at least 180 daysthe disposition contemplated thereby closes; provided, however, that a registration which does not become effective after being filed by the Company has filed a registration statement with respect thereto pursuant to this Section (A) solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed by the Initiating Holder (other than a refusal to proceed based upon the advice of counsel relating to a matter with such registration respect to the Company) shall be deemed to have been effected by the Company at the request of the Holders Initiating Holder unless the requesting Initiating Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, or (ii) if if, after it has become effective effective, such registration is interfered with by any subject to a stop order, injunction or other order or requirement of the Commission or other governmental agency or court suspending the effectiveness of such registration statement for any reason other than a misrepresentation or an omission by any participating Holderreason, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act misstatements or omission, omissions made or act or omission not made in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter in reliance upon and in conformity with written information furnished to the Company certifies to by the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders Holder of Registrable Securities requesting specifically for use in the preparation of such Registration shall be entitled to withdraw such request andregistration statement. Except as provided in Section 5.1 (c)(i) above, if such request is withdrawn, such Registration shall whether or not count as the one permitted registration under this Section 2.1 becomes effective and the related disposition contemplated thereby closes, the Company shall will pay all Registration Expenses in connection with such postponed or withdrawn registrationany registration so initiated. Notwithstanding the above, the The Company may delay a demand suspend any registration requested pursuant to this Section 2.1 only once (A) one time per registration for a single period of up to ninety (90) days upon notice to the holders of Registrable Securities whose securities are covered by a registration statement pursuant to this Section (A) that, in any twelve month period. In additionthe good faith determination of the Board of Directors of the Company, upon written notice from the registration and sale at such time of the Registrable Securities requested to be so registered would not be in the best interests of the Company, provided that notwithstanding such suspension, the Company shall continue to Holder diligently process the preparation of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 documentation required for a period of thirty (30) days following such effective dateregistration.

Registration on Request. (a1) Except as provided in subsection The Company agrees that, at any time, and from time to time, but at least 180 days after the earlier to occur of (bi) the date an IPO is declared effective by the SEC and (ii) a Trading Event, Holders of this Section 2.1, upon a majority of the Registrable Securities may make a written request that the Company effect the registration under the Securities Act of outstanding Registrable Securities; provided that such requested registration would cover at least 30% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than two such demand registrations. (which request must be initiated by either Stonegate Securities2) The Company further agrees that if, Inc. at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, one or more of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts desire to effect the registration under tie the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period. (3) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the registration under the Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested register in the request by the Initiating Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected all notices received by the Company at the request of the from such other Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 30 days after the effective date giving of any underwritten public offering such notice by the Company (which period may be extended up to an additional 90 days ifCompany), and only to the extent that, all directors, executive officers and other persons with registration rights with respect necessary to securities of permit the Company are required to execute standard lockup agreements disposition (in accordance with the underwriters in such public offeringintended methods thereof as aforesaid) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that to be registered. If such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders method of Registrable Securities requesting such Registration disposition shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any the Holders of a majority of the shares of Registrable Securities under to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration statement effected under is not less than the minimum amount required pursuant to this Section 2.1 for a period of thirty (30) days following such effective date6(c).

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1, upon Upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning Registrable Securities representing at least 60,000 10% of the outstanding Common Stock immediately following the Closing and the issuance of the Series A Warrant Recapitalization Securities (provided that no Permitted Transferee of Lightyear or its Affiliates or of any Permitted Transferee shall be permitted to request a registration pursuant to this Section 4.2 unless the right to make such a request was transferred to such Permitted Transferee pursuant to Section 3.2(c)) (the “Demand Party”) requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and provided that (i) the likereasonably anticipated aggregate price to the public of such Registrable Securities shall be at least $8 million or (ii) (which request shall specify the number of Registrable Securities sought to be registered)registered shall be equal to at least 10% of the outstanding Common Stock of the Company immediately following the Closing and the issuance of the Series A Warrant Recapitalization Securities) and specifying the amount and intended method of disposition thereof, including pursuant to a shelf registration statement utilizing Rule 415 under the Securities Act, the Company shallwill promptly give written notice of such requested registration to all other Holders, and thereupon will, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its reasonable best efforts to effect the registration under tie the Securities Act of of: (i) the Registrable Securities of all Holders which the Company has been so requested to register.register by the Demand Party; and (bii) The all other Registrable Securities which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided, that in no event shall the Company be required to effect more than one registration pursuant to this Section 4.2; and provided, further, that the Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed file a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, relating to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to request under this Section 2.1 4.2 within 90 a period of 180 days after the effective date of any underwritten public offering by the Company registration effected under Section 4.1, which was not effected on Form S-3 (which period may or any successor or similar short-form registration statement); and provided, further, that no Holder of Registrable Securities shall be extended up permitted to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for 4.2 within a period of thirty (30) days following such effective datefour months after June 27, 2008.

Registration on Request. (a) Except as At any time following the expiration of the IPO Lock-Up Period, Initiating Holders may by written notice make a request that the Company effect the registration under the Act of all or part of such Initiating Holders' Registrable Securities, specifying the intended method or methods of disposition thereof; provided in subsection (b) that the Shareholders, collectively, are entitled to an aggregate of four such registrations pursuant to this Section 4(a). Notwithstanding the provisions of this Section 2.1, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered4(a), the Company shallshall not be obligated to effect a registration under the Act of the designated Registrable Securities if in the preceding 180 days the Company shall have previously effected a registration under the Act of the Company's securities. (b) Upon receipt of the request of the Initiating Holders pursuant to Section 4(a), as expeditiously as reasonably possiblethe Company shall give written notice of the requested registration ( a "Demand Notice"), notify at its expense, to all other Holders of Registrable Securities within 15 business days of receipt of such Initiating Holders request (and allowing them to participate therein), and thereupon shall use its best commercially reasonable efforts to effect the registration under tie Securities the Act of of: (i) the Registrable Securities of all Holders which that the Company has been so requested to register.register by the Initiating Holders for disposition in accordance with the intended method or methods of disposition stated in such request; and (bii) The all other Registrable Securities that the Company shall not be obligated has been requested to take any action to effect any registration requested register by the Holders pursuant thereof by written request delivered to subsection (a) above (i) after two years from the date of this Warrant, or (ii) Company within 15 business days after the Company has effected one giving of the Demand Notice (1which request shall specify the intended method or methods of disposition of such Registrable Securities); all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) registration pursuant of the Registrable Securities so to this Section 2.1 and such registration has been declared or ordered effectivebe registered. (c) Notwithstanding Whenever the Company shall effect a registration of Registrable Securities pursuant to this Section 4, subject to Section 4(d) below, (i) any other provision hereof Additional Registration Rights Holder shall have the right to include in the registration made pursuant to this Section 4, to the contraryextent provided in the relevant agreement between the Company and the Additional Registration Rights Holder, the securities held by such Additional Registration Rights Holders to which such registration rights relate and (ii) the Company shall have the right to include in the registration made pursuant to this Section 4 any securities to be issued by the Company (the securities referred to in clause (i) and (ii) above are hereinafter referred to as "Additional Securities"). (d) Each registration requested pursuant to this Section 4 shall be effected by the filing of a registration statement on the applicable form, as reasonably determined by the Company. (e) If the managing underwriter of any Underwritten Offering undertaken pursuant to this Section 4 shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number or type of securities requested to be included in such registration (including any Additional Securities) is a number or type which would adversely affect such offering, then the number of shares of Registrable Securities to be included in such registration shall be allocated pro rata among Holders of Registrable Securities (with such allocation to be made on the basis of the number of shares requested to be included in such registration by such Holders) and, thereafter, pro rata among the Company and the Additional Registration Rights Holders (such limited number to be allocated between the Company and the affected Additional Registration Rights Holders as the Company shall determine). (f) If the Company determines, in its reasonable judgment, that a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided4 would interfere with or require public disclosure of any financing, howeveracquisition, that a registration which does not become effective after disposition, corporate reorganization or other transaction involving the Company has filed or its subsidiaries, which would have a material adverse effect on such transaction the Company shall be entitled to postpone for a reasonable period of time (not to exceed 90 days) the filing, supplementing or amending of any such registration statement with respect thereto solely by reason statement. Upon such determination, the Company shall give the holders of Registrable Securities requesting registration written notice of such determination and an estimate of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) anticipated delay. The Company shall not be obligated to effect not, within 120 days of the expiration of any registration such postponement, exercise again its right of postponement pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by 4(f). If the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may shall so postpone for up to 90 days the filing or the effectiveness of a registration statement statement, such holders of Registrable Securities may withdraw their request for registration by giving written notice to the Company within 15 days of receipt of the notice of postponement and such withdrawn request shall not constitute a request for registration pursuant to Section 4(a). (g) Notwithstanding anything in this Section 4 to the contrary, in no event shall the Company be required to effect a registration pursuant to this Section 2.1 if 4 in which the financial advisor and/or underwriter to estimated aggregate gross proceeds from the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders sale of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request included therein is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateless than $1 million.

Registration on Request. (a) Except as Request. Subject to the limitations provided in subsection (b) herein, following September 1, 1998, or on the first anniversary of this Section 2.1the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of Holders the Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (which request must be initiated by either Stonegate 50%) of the then-outstanding Registrable Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchasers, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be registered)an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company shall, as expeditiously as reasonably possible, notify will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of such request (Registrable Securities and allowing them to participate therein), and thereupon the Company will use its best reasonable efforts to effect the registration under tie the Securities Act of of: (i) the Registrable Securities of all Holders which the Company has been so requested to register.register by such Initiating Holders, and (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after all other Registrable Securities which the Company has effected one (1) registration pursuant been requested to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any register by the other provision hereof Holders thereof by written request given to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 15 days after the effective date giving of any underwritten public offering such written notice by the Company (which period may be extended up request shall specify the same information called for by the original request to an additional 90 days ifeffect registration described above), and only all to the extent that, all directors, executive officers and other persons requisite to permit the disposition (in accordance with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offeringSection 2.1(b) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders hereof) of the Registrable Securities that such registration would reasonably so to be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateregistered.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any the Holder requesting that the Company effect pursuant to this Section 2.1 the registration of its directors or officers who are Holders) owning at least 60,000 the Holder's Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and under the like) Securities Act (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under tie the Securities Act of the Registrable Securities of all Holders the Holder which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders Holder pursuant to subsection (aSection 2.1(a) above hereof (i) before three months after the date of this Warrant, (ii) after two years from the date of this Warrant, or (iiiii) after the Company has effected one (1) registration two such registrations pursuant to this Section 2.1 and each such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, the Holder to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders Holder unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below4) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating the Holder, and such stop order, injunction or other order or requirement has not been removed, withdrawn or otherwise satisfied within sixty days after the date it was issued or entered, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating the Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.

Registration on Request. (a) Except At any time after April 1, 2005 or the occurrence of a Change of Control (as provided such term is defined in subsection (b) of this Section 2.1the Purchase Agreement), upon the written request of Holders SBM requesting that the Company effect the registration under the Securities Act of 1933 (which request must be initiated by either Stonegate Securities, Inc. the “Securities Act”) of all or any part of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations the Registerable Shares and specifying the like) (which request shall specify the number intended method of Registrable Securities to be registered)disposition thereof, the Company shallwill, as expeditiously as reasonably possiblesubject to the terms of this Agreement, notify all other Holders of such request (and allowing them to participate therein), and use its reasonable best efforts to effect the registration under tie the Securities Act of of: (i) the Registrable Securities of all Holders Registerable Shares which the Company has been so requested to register.register by SBM for disposition in accordance with the intended method of disposition stated in such request; and (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after all shares of Common Stock which the Company has effected one (1) registration may elect to register in connection with the offering of Registerable Shares pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof section 2.1; each to the contrary, a registration requested pursuant extent requisite to this Section 2.1 shall not be deemed to have been effected permit the disposition (iin accordance with the intended methods thereof) unless it has become effective and remains effective for at least 180 daysof the Registerable Shares; provided, however, that, subject to Section 2.1(e), such a request may not be made more than once; and further provided, that a request shall not be deemed made (i) unless a registration statement with respect thereto has become effective, provided that a registration statement which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed of SBM (other than a refusal to proceed based upon (i) a material adverse change in general market conditions or in the Company’s business of which SBM was not aware at the time of the request or (ii) the advice of counsel relating to a matter with such registration respect to the Company) shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registrationbecome effective, (ii) if if, after it has become effective effective, such registration is interfered with by becomes subject to any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holderreason, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied satisfied, other than primarily by reason of some wrongful act or omission, or an act or omission in bad faith, by any participating HolderSBM. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.

Registration on Request. Upon written notice of Holder requesting that SOCO effect the registration under the Securities Act of 1933, as amended (a) Except as provided in subsection (b) the "Securities Act"), of this Section 2.1all or part of the shares of Registrable Stock, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request notice shall specify the number intended method or methods of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders disposition of such request Registrable Stock, SOCO will file a registration statement with the Securities and Exchange Commission (and allowing them to participate therein)"SEC") (at the earliest possible date and, except as provided herein, no later than 30 days following receipt of such notice) and use its reasonable best efforts to effect the registration registration, under tie the Securities Act Act, of such Registrable Stock for disposition in accordance with the Registrable Securities intended method or methods of all Holders which the Company has been so requested to register.disposition stated in such request, provided that: (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) if, upon receipt of a registration request pursuant to this Section 2.1 and 2.01, SOCO is advised in writing (with a copy to Holder) by a recognized independent investment banking firm selected by the Board of Directors of SOCO that, in such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contraryfirm's opinion, a registration at the time and on the terms requested pursuant would adversely affect any public offering of securities by SOCO (other than in connection with employee benefit and similar plans) (a "Public Offering") for which a registration statement had been filed by SOCO prior to this Section 2.1 receiving such registration request, SOCO shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated required to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if 2 until the financial advisor and/or underwriter to earlier of (i) three months after the Company certifies to completion of such Public Offering, (ii) the holders termination of any "black out" period required by the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request andunderwriters, if any, to be applicable to such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses Holder in connection with such postponed Public Offering, (iii) promptly after abandonment of such Public Offering or withdrawn (iv) 135 days after the date of written notice of Holder requesting registration. Notwithstanding ; and (2) if a registration request is made while a merger, consolidation, acquisition, disposition or other material development involving SOCO is pending, and the abovegeneral counsel of SOCO determines in writing that the filing of a registration statement would require the disclosure of information that is material to such transaction or material development which SOCO has a bona fide business purpose for preserving as confidential, the Company may delay and SOCO promptly provides Holder a demand copy of such determination, SOCO shall not be required to effect a registration pursuant to this Section 2.1 only once in any twelve month period. In addition, 2.02 until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material or (ii) 135 days after the date of written notice from the Company to by Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective daterequesting registration.

Registration on Request. (a) Except Following the earliest to occur of (i) the second (2nd) anniversary of the IPO Date, (ii) the date the holders of “Registrable Securities” (as defined in the Registration Agreement) under the Registration Agreement have completed two “Underwritten Take-Downs” (as such term is defined in the Registration Agreement) pursuant to Section 2 of the Registration Agreement and (iii) the date there are no “Registrable Securities” (as defined in the Registration Agreement) under the Registration Agreement, each Demand Party shall have the right, but not the obligation, to require the Company to effect the registration under the Securities Act (which may include, subject to Section 5 hereof, a so-called “shelf registration”) of all or part of Registrable Securities held by such Demand Party (a “Demand”); provided that no Demand Notice shall be permitted unless the Registrable Securities requested to be registered pursuant to such Demand have a Market Value of at least $60,000,000 on the date written notice is to be given pursuant to Section 4(b); provided further that, for the avoidance of doubt, no Demand shall be made prior to the first (1st) anniversary of the IPO Date in subsection a manner that would materially adversely affect the “Electing Lenders” (as such term is defined in the Joinder Agreement) as Holders under this Agreement, as determined by the Board in good faith. (b) of this Section 2.1Any Demand Party, upon alone or jointly with another Demand Party or Demand Parties, wishing to exercise its Demand shall give the Company prompt written request of Holders notice (which request must be initiated by either Stonegate Securitiesa “Demand Notice”), Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify specifying the number of Registrable Securities that each Demand Party wishes to be registered), dispose of and the intended method of disposition of those Registrable Securities. (c) The Company thereupon shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its reasonable best efforts to effect the registration under tie the Securities Act of the (x) such Registrable Securities of all Holders which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested register by the Holders pursuant to subsection Demand Party, (ay) above (i) after two years from the date of this Warrant, or (ii) after such Registrable Securities which the Company has effected one (1) registration pursuant been requested to this register by other Holders of Registrable Securities exercising their rights under Section 2.1 and 3 hereof with respect to such registration has been declared or ordered effective. and (cz) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, shares of Common Stock that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, desires to include in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, in each case, to the extent necessary to permit the disposition (iiin accordance with the intended method thereof as aforesaid) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions Registrable Securities to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holderbe so registered. (d) The Company shall not be obligated pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to effect any this Section 4. All Selling Expenses applicable to the Registrable Securities sold by the Demand Party or other Holders incurred in connection with each registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering 4 shall be borne by the Company Demand Party and the other Holders pro rata based on the number of Registrable Securities so sold. (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offeringe) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of If a registration statement for a requested registration pursuant to this Section 2.1 if 4 involves an underwritten offering and the financial advisor and/or managing underwriter (who shall be selected by the Board; provided that such managing underwriter shall be reasonably acceptable to the Holders of a majority of Registrable Securities included in such underwritten offering) determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such managing underwriter, should be included and the securities to be included in the registration shall be allocated, first, to the Demand Party and to the other Holders requesting inclusion of Registrable Securities in such registration on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining Holders in like manner) and, second, to the Company. (i) If the Company shall, at any time, furnish to a Demand Party a Board resolution stating that in the Board’s good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or other material event or transaction the public disclosure of which at the time would be materially prejudicial to the Company) be materially disadvantageous (a “Disadvantageous Condition”) to the Company certifies for such a registration statement to be filed and become effective, the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration Company shall be entitled to withdraw delay the filing of any such request andregistration statement, if until such request is withdrawn, Disadvantageous Condition no longer exists (written notice of which the Company shall promptly deliver to each Demand Party); provided that the filing of any such Registration shall registration statement may not count as be delayed for a period in excess of 90 days due to the one permitted registration under this Section 2.1 occurrence of any particular Disadvantageous Condition and the Company shall pay all Registration Expenses may exercise its delay rights pursuant to this clause (f)(i) on only one occasion in connection with such postponed any Demand or withdrawn registration. Notwithstanding any one-year period, and (ii) if an investment banking firm of recognized national standing shall advise the aboveCompany that the registration and offering otherwise required by this Section 4 would have an adverse effect on a then contemplated public offering of the Company’s Common Stock, the Company may delay postpone the filing of a demand registration statement required by this Section 4 for a period not in excess of ninety (90) days; provided that the Company may exercise its postponement rights pursuant to this clause (f)(ii) on only one occasion in connection with any Demand or any one-year period. The Company shall promptly give each Demand Party requesting registration thereof pursuant to this Section 2.1 only once in any twelve month period. In addition, upon 4 written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under postponement made in accordance with this Section 2.1 for a period of thirty paragraph (30) days following such effective datef).

Registration on Request. (a) Except as Request. Subject to the limitations provided in subsection (b) herein, commencing on January 31, 1998, or on the first anniversary of this Section 2.1the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning an aggregate of at least 60,000 Registrable Securities 400,000 shares (as appropriately adjusted for stock splitssubdivisions and combinations of shares of Common Stock and dividends on Common Stock payable in shares of Common Stock hereafter) of Registrable Securities, stock dividends, reorganizations and requesting that the like) (which request shall specify Company effect the registration under the Securities Act of at least such number of Registrable Securities Securities, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be registered)an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company shall, as expeditiously as reasonably possible, notify will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of such request (Registrable Securities and allowing them to participate therein), and thereupon the Company will use its best reasonable efforts to effect the registration under tie the Securities Act of of: (i) the Registrable Securities of all Holders which the Company has been so requested to register.register by such Holders, and (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after all other Registrable Securities which the Company has effected one (1) registration pursuant been requested to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any register by the other provision hereof Holders thereof by written request given to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 15 days after the effective date giving of any underwritten public offering such written notice by the Company (which period may be extended up request shall specify the same information called for by the original request to an additional 90 days ifeffect registration described above), and only all to the extent that, all directors, executive officers and other persons requisite to permit the disposition (in accordance with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offeringSection 2.1(b) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders hereof) of the Registrable Securities that such registration would reasonably so to be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateregistered.

Registration on Request. (a) Except as provided in subsection (b) Notwithstanding the provisions of this Section 2.1, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered)Registration Rights Agreement, the parties to this Agreement hereby agree that, subject to the limitations described below, the DLJ Group shall have the rights of a Demand Party under the Registration Rights Agreement, to make up to an aggregate of three separate written requests that the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under tie the Securities Act of all or some of its Registrable Securities pursuant to Section 3 of the Registration Rights Agreement (each request made by any Demand Party pursuant to Section 3 of the Registration Rights Agreement, a "Request"); provided, that no member of the DLJ Group shall be entitled to make a Request until the earlier of (i) the termination of any applicable "lock-up" period and the end of any period in which the Company is In Registration in connection with the sale of any Registrable Securities of all Holders which a member of the Company KKR Group pursuant to the exercise of its second Request pursuant to Section 3 of the Registration Rights Agreement and (ii) the sixth anniversary of the Closing Date, if no member of the KKR Group has been so requested to registermade a Request as of such date. (b) The Company shall not be obligated hereby agrees to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registrationregistration of Registrable Securities pursuant to any of the three Requests described in Section 5.2(a). Notwithstanding Section 3(c) of the aboveRegistration Rights Agreement, the Company may delay a demand hereby agrees to pay all Registration Expenses in connection with registration of Registrable Securities pursuant to this the first seven Requests that the KKR Group may make pursuant to Section 2.1 only once 3 of the Registration Rights Agreement. (c) Notwithstanding the foregoing, in connection with any offering of Registrable Securities by the Company or a member of the KKR Group (each, a "Subject Offering") pursuant to which a member of the DLJ Group exercises its rights to include its Registrable Securities in such registered offering pursuant to Section 2 of the Registration Rights Agreement (in the case of a Subject Offering by the Company) or Section 3 (in the case of a Subject Offering by a member of the KKR Group made pursuant to a Request by a member of the KKR Group), no member of the DLJ Group shall be entitled to request that the Company register any of its Registrable Securities in connection with such Subject Offering unless and to the extent that the KKR Group sells in such Subject Offering a number of Common Shares equal to the positive difference (if any) between (i) the product of (x) the total number of Common Shares held by the KKR Group immediately following the Closing multiplied by (y) the fraction in which the numerator is the number of Common Shares distributed by the DLJ Group prior to such Subject Offering pursuant to any Distribution-in-Kind and the denominator is the total number of Common Shares held by the DLJ Group immediately following the Closing and (ii) the number of Common Shares that the KKR Group has sold in any twelve month periodother Subject Offering pursuant to a Request prior to such Subject Offering. In additionTo the extent the test in the preceding sentence is satisfied, upon written notice from for purposes of determining the Company to Holder number of Common Shares a member of the effectiveness of an underwritten public offeringDLJ Group may request to register, Holder agrees not the KKR Group shall be deemed to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following in such effective dateSubject Offering an amount equal to such positive difference.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1REQUEST BY THE DEMAND PARTY. At any time, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. the Demand Party requesting that the Company effect the registration under the Securities Act of all or any part of its directors or officers who are Holders) owning at least 60,000 such Demand Party's Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and specifying the like) (which request shall specify the number amount and intended method of Registrable Securities to be registered)disposition thereof, the Company shall, as expeditiously as reasonably possible, notify will promptly give written notice of such 505298\0057\02050\96AXKLE3.WAR requested registration to all other Holders of such request (and allowing them to participate therein)Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under tie the Securities Act of the of: (i) such Registrable Securities of all Holders which the Company has been so requested to register.register by the Demand Party; and (bii) The all other Registrable Securities as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; PROVIDED, that, unless Holders of a majority of the Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed file a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, relating to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to request under this Section 2.1 11.2(a) (x) within 90 days a period of nine months after the effective date of any underwritten public offering other registration statement relating to any registration request under this Section 11.2(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 11.1, or (y) if with respect thereto the managing underwriter, the Commission, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company (at the end of its fiscal year, in which period case the filing may be extended up to an additional 90 days if, and only to delayed until the extent that, all directors, executive officers and other persons with registration rights with respect to securities completion of such regular audit (unless the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders Holders of the Registrable Securities that such registration would reasonably to be expected registered agree to have a material adverse effect on pay the Company; provided, however, that in such event the Holders expenses of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registrationan audit other than the regular audit). Notwithstanding the above, the Company may delay a demand registration pursuant to Nothing in this Section 2.1 11.2 shall operate to limit the right of Holder to (i) request the registration of Warrant Stock issuable upon exercise of Warrants held by such Holder notwithstanding the fact that at the time of request, such Holder holds only once in any twelve month period. In addition, upon written notice from Warrants or (ii) request the Company to Holder registration at one time of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateboth Warrants and Warrant Stock.

Registration on Request. (ai) Except as provided in subsection The Company agrees that, at any time, and from time to time, but at least 180 days after the earlier to occur of (bi) the date an IPO is declared effective by the SEC and (ii) a Trading Event, Holders of this Section 2.1, upon a majority of the Registrable Securities may make a written request that the Company effect the registration under the Securities Act of outstanding Registrable Securities; provided that such requested registration would cover at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (which request must be initiated by either Stonegate Securitiesii) The Company further agrees that if, Inc. at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, one or more of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts desire to effect the registration under tie the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period. (iii) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the registration under the Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested register in the request by the Initiating Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected all notices received by the Company at the request of the from such other Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 30 days after the effective date giving of any underwritten public offering such notice by the Company (which period may be extended up to an additional 90 days ifCompany), and only to the extent that, all directors, executive officers and other persons with registration rights with respect necessary to securities of permit the Company are required to execute standard lockup agreements disposition (in accordance with the underwriters in such public offeringintended methods thereof as aforesaid) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that to be registered. If such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders method of Registrable Securities requesting such Registration disposition shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any the Holders of a majority of the shares of Registrable Securities under to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration statement effected under is not less than the minimum amount required pursuant to this Section 2.1 for a period of thirty (30) days following such effective date5.4.

Registration on Request. (a) Except as provided The demand registration rights set forth in subsection this section 3.1 may be exercised only at such time or times when (bi) Source shall not then be eligible to register Registrable Securities on Form S-3 (or any similar or successor form), (ii) Source shall not have complied with the terms of this Section 2.13.3 hereof or (iii) any Blackout Period is not in effect. At any time or from time to time on or after the date hereof, on not more than two (2) occasions, upon the written request of Holders the holder or holders of fifty percent (which request must be initiated 50%) of all outstanding Warrant Shares and Warrants (such majority determined, for purposes of this Section 3.1, by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify calculating the number of Warrant Shares for which such Warrants are then exercisable) (the "Initiating Holders"), requesting that Source effect the registration under the Securities Act of all or part of such Initiating Holders' Registrable Securities to be registered)and specifying the intended method of disposition thereof, the Company shall, as expeditiously as reasonably possible, notify all other Holders Source will promptly give written notice of such request (requested registration to all holders of Warrants and allowing them to participate therein)Registrable Securities, and thereupon Source will use its reasonable best efforts to effect the registration under tie the Securities Act of of: (i) the Registrable Securities of all Holders which the Company Source has been so requested to registerregister by such Initiating Holders for disposition in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to Source for registration thereof within 20 days after the giving of such written notice by Source (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which Source may elect to register in connection with the offering of Registrable Securities pursuant to this Section 3.1, whether for its own account or for the account of a holder of Common Stock, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) as expeditiously as possible, but in no event later than 120 days from the date of such request, of the Registrable Securities and the additional shares of Common Stock, if any, to be so registered, provided that the Warrant Securityholders as a class shall be entitled to not more than two (2) registrations upon request pursuant to this Section 3.1 nor more than one such registration during any 12 month period. (b) The Company Registrations under this Section 3.1 shall not be obligated to take any action to effect any on such appropriate registration requested by form of the Holders pursuant to subsection (a) above Commission (i) after two years from the date of this Warrant, or as shall be selected by Source and (ii) after as shall permit the Company has effected one (1) registration pursuant disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in their request for such registration. Source agrees to this Section 2.1 and include in any such registration has been declared or ordered effectivestatement all information which holders of Registrable Securities being registered shall reasonably request. (c) Notwithstanding Source will pay all Registration Expenses in connection with any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 3.1. (d) A registration requested pursuant to this Section 3.1 shall not be deemed to have been effected (i) unless it a registration statement with respect thereto has become effective and remains effective for at least 180 dayseffective; provided, however, provided that a registration which does not become effective after the Company Source has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed by the Initiating Holders (other than a refusal to proceed based upon the advice of counsel relating to a matter with such registration respect to Source) shall be deemed to have been effected by the Company Source at the request of the Initiating Holders unless the requesting Holder Initiating Holders shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if if, after it has become effective effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason reason, other than a misrepresentation by reason of some act or an omission by any participating HolderWarrantholder or Warrant Securityholder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied satisfied, other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating HolderWarrantholder or Warrant Securityholder. (de) The Company shall not be obligated to effect any If a requested registration pursuant to this Section 2.1 within 90 days after 3.1 involves an underwritten offering, the effective date of any underwritten public offering underwriter or underwriters thereof shall be selected by the Company holders of at least a majority (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities by a number of shares) of the Company are required Registrable Securities as to execute standard lockup agreements with the underwriters in such public offeringwhich registration has been requested and shall be reasonably acceptable to Source. (f) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of If a registration statement for a requested registration pursuant to this Section 2.1 if 3.1 involves an underwritten offering, and the financial advisor and/or managing underwriter shall advise Source (with a copy of any such notice to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders each holder of Registrable Securities requesting such Registration shall be entitled to withdraw such request andregistration) that, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the aboveits opinion, the Company may delay number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a demand registration pursuant price range acceptable to this Section 2.1 only once the Initiating Holders, Source will include in any twelve month period. In additionsuch registration, upon written notice from to the Company to Holder extent of the effectiveness of an underwritten public number which Source is so advised can be sold in such offering, Holder agrees not to sell any (i) first, Registrable Securities under requested to be included in such registration by the holder or holders of Registrable Securities, pro rata among such holders requesting such registration on the basis of the number of such securities requested to be included by such holders, and (ii) second, all shares other than Registrable Shares (any such shares with respect to any registration, "Other Shares") requested to be included in such registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateby the holder or holders thereof.

Registration on Request. (ai) Except as provided in subsection The Company agrees that if, at any time, and from time to time, but at least 180 days after the earlier of (bi) the effective date of this Section 2.1an initial offering of Coronado’s equity securities pursuant to an effective registration statement and (ii) a Trading Event, upon Holders of a majority of the Registrable Securities may make a written request that the Company effect the registration under the Securities Act of outstanding Registrable Securities; provided that such requested registration would cover at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (which request must be initiated by either Stonegate Securitiesii) The Company further agrees that if, Inc. at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein)successor form, and use its best efforts ending on the date that is five years from the final Closing, one or more of the Holders desire to effect the registration under tie the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12 month period. (iii) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the registration under the Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested register in the request by the Initiating Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected all notices received by the Company at the request of the from such other Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 30 days after the effective date giving of any underwritten public offering such notice by the Company (which period may be extended up to an additional 90 days ifCompany), and only to the extent that, all directors, executive officers and other persons with registration rights with respect necessary to securities of permit the Company are required to execute standard lockup agreements disposition (in accordance with the underwriters in such public offeringintended methods thereof as aforesaid) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that to be registered. If such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders method of Registrable Securities requesting such Registration disposition shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any the Holders of a majority of the shares of Registrable Securities under to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration statement effected under is not less than the minimum amount required pursuant to this Section 2.1 for a period of thirty (30) days following such effective date5.3.

Registration on Request. Any one or more of the following (asuch Persons being the "INITIATING INVESTOR HOLDERS"). (i) Except as provided in subsection one or more holders of Voting Units representing at least fifty percent (b50%) of this Section 2.1the total amount of Voting Units then outstanding, upon or (ii) after the written second anniversary of the closing of an initial Public Offering of the Company, if Fenway has not exercised its right in clause (iii) below, Fenway, or (iii) after December 31, 2001, if the Company has not previously closed an initial Public Offering, Fenway, may, by notice to the Company specifying the intended method or methods of disposition, request that the Company effect the registration under the Securities Act of 1933, as amended (the "Securities Act"), for a Public Offering of all or a specified part of the Units held by such Initiating Investor Holders (which request must be initiated by either Stonegate the "REGISTRABLE INVESTOR SECURITIES"). Promptly after receipt of such notice, the Company will give notice of such requested registration to all other holders of Units (other than, in the case of the initial Public Offering, of the Company, the Class D Units) (such Units, collectively with the Registrable Investor Securities, Inc. or any the "REGISTRABLE SECURITIES"). The Company will then use its commercially reasonable efforts to effect the registration under the Securities Act of its directors or officers who are Holders) owning at least 60,000 the Registrable Investor Securities which the Company has been requested to register by such Initiating Investor Holders together with all other Registrable Securities which the issuer has been requested to register pursuant to Section 1.1.2 by other holders of Registrable Securities by notice delivered to the Company within twenty (as appropriately adjusted for stock splits, stock dividends, reorganizations and 20) days after the like) giving of such notice by the Company (which request shall specify the number intended method of disposition of such Registrable Securities to be registeredSecurities), all to the Company shall, extent requisite to permit the disposition (in accordance with the intended methods thereof as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under tie Securities Act aforesaid) of the Registrable Securities of all Holders which the Company has been so requested to register. (b) The ; PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such registration requested by the Holders pursuant to subsection this Section 1.1.1: (a) above If the Company has previously effected four (4) registrations of Registrable Securities under this Section 1.1.1; PROVIDED, HOWEVER, that no registrations of Registrable Securities which either (i) after two years from shall not have become and remained effective in accordance with the date provisions of this WarrantSection 1, or (ii) after shall not have enabled the Company has effected one (1) registration pursuant Initiating Investor Holders and the holders of Registrable Securities joining therein to this Section 2.1 and include in such registration has been declared or ordered effective.at least 90% of the Registrable Securities which they desired to include, shall be included in the calculation of the numbers of registrations contemplated by this clause (a); (cb) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least Within 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after immediately following the effective date of any registration statement pertaining to an underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to of securities of the Company are required for its own account (other than a registration on Form S-4 pursuant to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request Rule 145 of the requesting Holders. The Company may postpone for up to 90 days the filing Securities Act (a "RULE 145 TRANSACTION"), or the effectiveness of a registration statement for a registration pursuant relating solely to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.employee benefit plans);

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1, upon REQUEST BY A DEMAND PARTY. Upon the written request of Holders any Demand Party at any time beginning 180 days after an initial public offering in the United States of Ordinary Shares pursuant to a registration statement that has been declared effective under the Securities Act (which request must be initiated by either Stonegate Securitiesthe Demand Party making such written request, Inc. the "INITIATING DEMAND PARTY") requesting that the relevant Issuer effect the registration under the Securities Act of all or any part of its directors or officers who are Holders) owning at least 60,000 such Initiating Demand Party's Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and specifying the Class of Registrable Securities and the likeamount and intended method of disposition thereof, the relevant Issuer of such Registrable Securities will promptly give written notice of such requested registration to all other Holders of Registrable Securities of such Class and to all Other Holders of securities of such Class, and thereupon will, as expeditiously as possible, use its reasonable efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which such Issuer has been so requested to register by the Initiating Demand Party (and, if such request includes ADSs, the Ordinary Shares or Preferred Shares, as the case may be, represented by such ADSs); and (ii) all other Registrable Securities of the same Class and securities of such Class as those that are to be registered at the request of the Initiating Demand Party and which such Issuer has been requested to register by any other Holder and any Other Holder by written request given to such Issuer within 15 days after the giving of such written notice by such Issuer (which request shall specify the number amount and intended method of disposition of such Registrable Securities to be registeredand securities of such Class), all to the Company shall, extent necessary to permit the disposition (in accordance with the intended method thereof as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under tie Securities Act aforesaid) of the Registrable Securities and securities of all Holders which the Company has been such Class to be so requested to register.registered; PROVIDED that: (bA) The Company neither Issuer shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to of Registrable Securities under this Section 2.1 3(a) unless the Demand Party requests that such Issuer register at least 20% in the case of the first three demands, and 10% in the case of the final demand, of the total number of Registrable Securities of the applicable Class; and (B) neither Issuer shall be obligated to effect any registration of Registrable Securities under this Section 3(a) at the request of a Demand Party after a total of four registrations of Registrable Securities shall have been effected by the Issuers at the request of Demand Parties; and, PROVIDED, FURTHER, that the Issuer of such Class shall not be obligated to file a registration statement relating to any registration request under this Section 3(a): (x) within 90 days a period of six months after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a relating to any registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 3(a) which was not effected on Form S-3 or Form F-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2; (y) if with respect thereto the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Issuer at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit; or (z) if such Issuer is in possession of material non-public information and the Company shall pay all Registration Expenses Board of Directors of such Issuer determines in connection with good faith that disclosure of such postponed or withdrawn registration. Notwithstanding information would not be in the abovebest interests of such Issuer and its shareholders, in which case the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder filing of the effectiveness registration statement may be delayed until the earlier of an underwritten public offering, the second business day after such conditions shall have ceased to exist and the 90th day after receipt by such Issuer of the written request from a Demand Holder agrees not to sell any register Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date3(a).

Registration on Request. (a) Except as Request. Subject to the limitations provided in subsection (b) herein, commencing on December 31, 2005, or on the first anniversary of this Section 2.1the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until December 31, 2012, upon the written request (specifying that it is being made pursuant to this Section 2.1) of Holders the Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (which request must be initiated by either Stonegate 50%) of the then-outstanding Registrable Securities, Inc. and specifying (x) the intended method of disposition thereof, (y) whether or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities not such requested registration is to be registered)an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company shall, as expeditiously as reasonably possible, notify will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of such request (Registrable Securities and allowing them to participate therein), and thereupon the Company will use its best reasonable efforts to effect the registration under tie the Securities Act of of: (i) the Registrable Securities of all Holders which the Company has been so requested to register.register by such Initiating Holders, and (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after all other Registrable Securities which the Company has effected one (1) registration pursuant been requested to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any register by the other provision hereof Holders thereof by written request given to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 15 days after the effective date giving of any underwritten public offering such written notice by the Company (which period may be extended up request shall specify the same information called for by the original request to an additional 90 days ifeffect registration described above), and only all to the extent that, all directors, executive officers and other persons requisite to permit the disposition (in accordance with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offeringSection 2.1(b) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders hereof) of the Registrable Securities that such registration would reasonably so to be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateregistered.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1, REQUEST BY THE DEMAND PARTY. At any time upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. the Demand Party requesting that the Company effect the registration under the Securities Act of all or any part of its directors or officers who are Holders) owning at least 60,000 such Demand Party's Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and specifying the like) (which request shall specify the number amount and intended method of Registrable Securities to be registered)disposition thereof, the Company shall, as expeditiously as reasonably possible, notify will promptly give written notice of such requested registration to all other Holders of such request (and allowing them to participate therein)Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under tie the Securities Act of the of: (i) such Registrable Securities (including, if such request relates to Preferred Stock or Warrants which are convertible into or exchangeable or exercisable for shares of all Holders Common Stock, the shares of Common Stock issuable upon such conversion, exchange or exercise) which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested register by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or Demand Party; and (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any all other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason Registrable Securities of the refusal by a requesting Holder, in its sole discretion, same class or series as are to proceed with such registration shall be deemed to have been effected by the Company registered at the request of a Demand Party and which the Holders unless the requesting Holder shall have elected Company has been requested to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with register by any stop orderother Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), injunction or other order or requirement all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Commission or other governmental agency or court for Registrable Securities so to be registered; PROVIDED that, with respect to any reason Demand Party other than a misrepresentation or an omission by any participating Holderthe Parent, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to of Registrable Securities under this Section 2.1 3(a) unless such Demand Party requests that the Company register at least 1% of the total number of Registrable Securities; and PROVIDED, FURTHER, that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within 90 days a period of nine months after the effective date of any underwritten public offering other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if with respect thereto the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company (at the end of its fiscal year, in which period case the filing may be extended up to an additional 90 days if, and only to delayed until the extent that, all directors, executive officers and other persons with registration rights with respect to securities completion of such regular audit (unless the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders Holders of the Registrable Securities that such registration would reasonably to be expected registered agree to have a material adverse effect on pay the Company; provided, however, that in such event the Holders expenses of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registrationan audit other than the regular audit). Notwithstanding the above, the Company may delay a demand registration pursuant to Nothing in this Section 2.1 3(a) shall operate to limit the right of a Holder to (i) request the registration of Common Stock issuable upon conversion or exercise of convertible securities held by such Holder notwithstanding the fact that, at the time of request, such Holder holds only once in any twelve month period. In addition, upon written notice from convertible securities or (ii) request the Company to Holder registration at one time of the effectiveness of an underwritten public offering, Holder agrees not to sell any both Common Stock and Common Equivalent Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateSecurities.

Registration on Request. (a) Except After the date that is one year following the Closing Date, if the Company receives a written request (a “Registration Request”) from any Shareholder Party that the Company file a Registration Statement covering the registration of Registrable Securities as provided of the date of such Registration Request, then the Company shall use reasonable best efforts to, as promptly as possible, effect the registration of such portion of the Registrable Securities set forth in subsection (b) such Registration Request in accordance with the intended method of distribution stated in such Registration Request, pursuant to a Registration Statement, to the extent necessary to permit the disposition of the Registrable Securities to be so registered. The Registration Request pursuant to this Section 2.1, upon the written request of Holders (which request 3.1 must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations in writing and the like) (which request shall specify the number of Registrable Securities requested to be registered)registered and the intended method of distribution. Notwithstanding the foregoing, the Company shallwill not be obligated to file a Registration Statement requested pursuant to this Section 3.1: (i) on a total of more than one occasion (if, as expeditiously as reasonably possibleon such occasion, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under tie Securities Act shall have been deemed to have been effected in accordance with Section 3.1(b) of the Registrable Securities of all Holders this Agreement); (ii) in any particular jurisdiction in which the Company has been so requested would be required to registerexecute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service of process in such jurisdiction and except as may be required by the 1933 Act; or (iii) if the Shareholder Parties propose to dispose of Registrable Securities that may be registered at such time pursuant to a Registration Statement contemplated in Section 3.2. (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall 3.1 will not be deemed to have been effected (i) unless it the Registration Statement has become effective and remains effective for at least 180 dayseffective; provided, however, that a registration which does not if, within the period ending on the earlier to occur of (i) 90 days after the applicable Registration Statement has become effective after (provided, that such period will be extended for a period of time equal to the Company has filed a registration statement with respect thereto solely by reason period the holder of the refusal by a requesting Holder, Registrable Securities refrains from selling any securities included in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company Registration Statement at the request of the Holders unless Company or the requesting Holder shall have elected lead managing underwriter(s) pursuant to pay all Company Registration Expenses (as defined in Section 4 belowthe provisions of this Agreement) in connection with such registration, and (ii) if after it the date on which the distribution of the securities covered thereby has become effective been completed, the offering of securities pursuant to such registration Registration Statement is interfered with by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating HolderGovernmental Authority, or (iii) such Registration Statement will be deemed not to have been effected; provided, further, that if the conditions requesting Shareholder Parties, after exercising their right to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if 3.1 withdraw from a registration so requested after the financial advisor and/or underwriter filing thereof, such registration will be deemed to have been effective with respect to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that Shareholder Parties in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under accordance with this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date3.1.

Registration on Request. (a) Except as to register by such holder, provided in subsection that (bi) of the Company shall be obligated to register such Registrable Securities pursuant to this Section 2.14.2(a) on only two occasions, upon (ii) the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under tie Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register. (b) The Company shall not be obligated to take any action file a registration statement relating to effect any registration requested request under this Section 4.2(a) within a period of nine months after the effective date of any other registration statement relating to any registration request under this Section 4.2(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 4.1, or if with respect thereto the managing underwriter, the Commission, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Holders pursuant Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the holders of the Registrable Securities to subsection (a) above (i) after two years from be registered agree to pay the date expenses of this Warrant, or (ii) after the Company has effected one in connection with such an audit other than the regular audit) and (1iii) if the Company, in its sole discretion, determines that the filing of a registration statement in the near future pursuant to this Section 2.1 and 4.2 would interfere with any financing, acquisition, corporate reorganization or other similar transaction involving the Company or any Subsidiary or that such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof would require disclosure of non-public information that the Company deems advisable not to disclose, then the contrary, Company's obligation to file a registration requested pursuant statement shall be deferred for a period not to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least exceed 180 days; provided, however, that a registration which does not become effective after the Company has filed shall not obtain such a deferral more than once in any twelve-month period. (b) If any registration requested pursuant to this Section which is proposed by the Company to be effected by the filing of a registration statement on Form S-3 (or any successor or similar short-form registration statement) shall be in connection with respect thereto solely by reason of an underwritten public offering, and if the refusal by a requesting Holdermanaging underwriter shall advise the Company in writing that, in its sole discretionopinion, the use of another form of registration statement is of material importance to proceed with the success of such proposed offering, then such registration shall be effected on such other form. (c) A registration requested pursuant to this Section will not be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registrationit has become effective, (ii) if provided that if, within 180 days after it has become effective effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holdercourt, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are will be deemed not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holderto have been effected. (d) The Company shall not be obligated to effect any If a requested registration pursuant to this Section 2.1 within 90 days after the effective date of any involves an underwritten public offering by offering, the Company (which period may shall have the right to select in good faith the investment banker or bankers and managers to administer the offering, provided, however, that such investment banker or bankers and managers shall be extended up satisfactory to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities holders of a majority of the Registrable Securities which are held by holders and which the Company are required has been requested to execute standard lockup agreements with the underwriters in such public offeringregister. (e) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of If a registration statement for a requested registration pursuant to this Section 2.1 if 4.2 involves an underwritten offering and the financial advisor and/or managing underwriter to advises the Company certifies that, in its opinion, the number of securities requested to be included in such registration (including securities of the holders of Company which are not Registrable Securities) exceeds the number which can be sold in such 26 23 offering, the Company will include in such registration only the Registrable Securities that such registration would reasonably requested to be expected to have a material adverse effect on the Company; provided, however, that included in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period4.2. In additionthe event that the number of Registrable Securities requested to be included in such registration exceeds the number which, upon written notice from in the opinion of such managing underwriter, can be sold, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among the holders requesting registration pursuant to this Section 4.2 on the basis of the relative number of shares of Registrable Securities then held by each such holder (provided that any shares thereby allocated to any such holder that exceed such holder's request shall be reallocated among the remaining requesting holders in like manner). In the event that the number of Registrable Securities requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold, the Company may include in such registration the securities the Company proposes to Holder sell up to the number of securities that, in the opinion of the effectiveness of an underwritten public offeringunderwriter, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective datecan be sold.

Registration on Request. Any one or more of the following (asuch Persons being the "Initiating Investor Holders"). (i) Except as provided in subsection one or more holders of Voting Units representing at least fifty percent (b50%) of this Section 2.1the total amount of Voting Units then outstanding, upon or (ii) after the written second anniversary of the closing of an initial Public Offering of the Company, if Fenway has not exercised its right in clause (iii) below, Fenway, or (iii) after December 31, 2001, if the Company has not previously closed an initial Public Offering, Fenway, may, by notice to the Company specifying the intended method or methods of disposition, request that the Company effect the registration under the Securities Act of 1933, as amended (the "Securities Act"), for a Public Offering of all or a specified part of the Units held by such Initiating Investor Holders (which request must be initiated by either Stonegate the "Registrable Investor Securities"). Promptly after receipt of such notice, the Company will give notice of such requested registration to all other holders of Units (other than, in the case of the initial Public Offering, of the Company, the Class D Units) (such Units, collectively with the Registrable Investor Securities, Inc. or any the "Registrable Securities"). The Company will then use its commercially reasonable efforts to effect the registration under the Securities Act of its directors or officers who are Holders) owning at least 60,000 the Registrable Investor Securities which the Company has been requested to register by such Initiating Investor Holders together with all other Registrable Securities which the issuer has been requested to register pursuant to Section 1.1.2 by other holders of Registrable Securities by notice delivered to the Company within twenty (as appropriately adjusted for stock splits, stock dividends, reorganizations and 20) days after the like) giving of such notice by the Company (which request shall specify the number intended method of disposition of such Registrable Securities to be registeredSecurities), all to the Company shall, extent requisite to permit the disposition (in accordance with the intended methods thereof as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under tie Securities Act aforesaid) of the Registrable Securities of all Holders which the Company has been so requested to register. (b) The ; provided, however, that the Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) such registration pursuant to this Section 2.1 and such registration has been declared or ordered effective.1.1.1: (ca) Notwithstanding any other provision hereof to If the contrary, a registration requested pursuant to Company has previously effected four (4) registrations of Registrable Securities under this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days1.1.1; provided, however, that a registration no registrations of Registrable Securities which does either (i) shall not have become and remained effective after in accordance with the Company has filed a registration statement with respect thereto solely by reason provisions of the refusal by a requesting Holderthis Section 1, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, or (ii) if after it has become effective shall not have enabled the Initiating Investor Holders and the holders of Registrable Securities joining therein to include in such registration is interfered with by any stop order, injunction or other order or requirement at least 90% of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating HolderRegistrable Securities which they desired to include, or (iii) if the conditions to closing specified shall be included in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than calculation of the numbers of registrations contemplated by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder.this clause (a); (db) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 Within 180 days after immediately following the effective date of any registration statement pertaining to an underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to of securities of the Company are required for its own account (other than a registration on Form S-4 pursuant to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request Rule 145 of the requesting Holders. The Company may postpone for up to 90 days the filing Securities Act (a "Rule 145 Transaction"), or the effectiveness of a registration statement for a registration pursuant relating solely to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.employee benefit plans);

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1, upon Upon the written request of Holders either WCI, ----------------------- CVI or BTC, (which request must be initiated each a "Requesting Stockholder"), requesting that the Company ---------------------- effect the registration under the Securities Act of all or part of the Conversion Shares held by either Stonegate Securities, Inc. such Requesting Stockholder and specifying the intended method or any methods of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number disposition of Registrable Securities to be registered)such Conversion Shares, the Company shall, as expeditiously as reasonably possible, notify all other Holders will promptly give written notice of such request (requested registration by registered or certified mail, return receipt requested, to all Stockholders holding Registrable Securities and allowing them to participate therein), and thereupon will use its best efforts to effect effect, at the registration earliest possible date, the registration, under tie the Securities Act of Act, subject to Section 2(d), of (i) the Registrable Securities of all Holders Conversion Shares which the Company has been so requested to registerregister by such Requesting Stockholder, for disposition as stated in such request, and (ii) all other Registrable Securities which the Company has been requested to register by Stockholders holding Registrable Securities (which Stockholders, together with the Requesting Stockholders, are referred to herein as "Registering ----------- Stockholders") by written request delivered to the Company within thirty ------------ (30) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be so registered, provided that (A) if the Company shall have previously effected a -------- registration of which notice has been given to all Stockholders holding Registrable Securities pursuant to Section 3, in which either Requesting Stockholder wishing to do so was permitted to sell all Registrable Securities they desired to sell, the Company shall not be required by either Requesting Stockholder to effect a registration pursuant to this Section 2 until a period of 90 days shall have elapsed from the effective date of the most recent such previous registration, and (B) the Company shall not be obligated to effect more than two such registrations for CVI and WCI together and two such registrations for BTC. Each registration requested pursuant to this Section 2 shall be effected by the filing of a registration statement on Form S-1, Form S-2 or Form S-3 (or any other form which the Company is qualified to use). (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall will pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, each registration of Registrable Securities effected by the Company may delay a demand registration pursuant to this Section 2.1 only once 2. (c) The Company will not register securities for sale for the account of any Person other than (i) the Company, and (ii) holders of Registrable Securities. The Company will not grant to any Person the right to request a registration of securities except pursuant to Section 2(a); provided, however, the Company has granted such rights pursuant to the Stock Acquisition and Merger Agreement dated as of August 15, 1996 and Exhibit I thereto. The Company may grant incidental rights to participate in registrations comparable to those granted in Section 3. (d) If the registration so requested by the Requesting Stockholder involves an underwritten offering of the securities so being registered, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and the managing underwriter of such underwritten offering shall advise the Company in writing that, in its opinion, the distribution of all or a specified portion of the Registrable Securities which the Registering Stockholders have requested to register under Section 2(a)(i) or (ii) will cause the total number of securities to be distributed to exceed the number which can be sold in an orderly manner within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting the registration, then the Company will promptly furnish each Registering Stockholder a copy of the opinion of the managing underwriter, will register the shares of Common Stock which the Registering Stockholders have requested pursuant to Section 2(a)(i) or (ii) in an amount not to exceed the maximum number of shares that the managing underwriter deems advisable and, to the extent necessary so that the aggregate number of shares to be registered does not exceed the maximum amount the managing underwriter deems advisable, will first reduce the number of shares that each Registering Stockholder, other than a Requesting Stockholder, has requested to register pursuant to Section 2(a)(ii), Pro Rata, and then, to the extent necessary, reduce the number of shares that the Requesting Stockholder has requested to register pursuant to Section 2(a)(i) or (ii), Pro Rata. (e) If requested by the underwriters for any twelve month period. In additionunderwritten offering of Registrable Securities on behalf of a holder or holders of Registrable Securities pursuant to a registration requested under this Section 2, upon the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution provisions to the effect and to the extent provided in Section 6. (f) If, at any time after requesting registration pursuant to Section 2(a) and prior to the effective date of the registration statement filed in connection with such registration request, any Requesting Stockholder shall determine for any reason not to register such Registrable Securities, such Requesting Stockholder may, at its election, give written notice from of such determination to the Company. The Company shall then be relieved of its obligations to register any Registrable Securities in connection with such Requesting Stockholder's registration request (but not its obligation to pay the Registration Expenses in connection therewith as provided in Section 2(b)), without prejudice, however, to the rights pursuant to Section 2(a) of any other Registering Stockholders to request that such registration be effected. (g) In connection with the first request for registration pursuant to Section 2(a), the Company may, within fifteen (15) days after its receipt of such request, give the Requesting Stockholder notice that it is the good faith intention of the Company to Holder register securities under the Securities Act for sale for its own account. Thereafter, the provisions of Section 3 shall govern, and the Requesting Stockholders' registration request under Section 2(a) shall be deemed rescinded. The Requesting Stockholders shall again be entitled to request such registration under Section 2(a), but not sooner than the earliest of (i) ninety (90) days after the effective date of the effectiveness Company's registration, (ii) the Company's determination (of an underwritten public offering, Holder agrees which the Company shall promptly notify the holders of Registrable Securities) not to sell proceed with its registration of securities, and (iii) the Company's failure to use best efforts to effect the registration of its securities. (h) In connection with any Registrable Securities request for registration pursuant to Section 2(a), the Company may, on one occasion only, upon a good-faith determination by the Company's Board of Directors that such a registration would interfere with the completion of a proposed corporate transaction, notify the Requesting Stockholder that it intends to defer such registration for up to one hundred twenty (120) days. In such event the Requesting Stockholder may rescind their registration request, and shall again be entitled to request such registration under any registration statement effected under this Section 2.1 for a 2(a), but not sooner than the end of the period of thirty (30) days following such effective datedeferral determined by the Company.

Registration on Request. (a) Except At any time or from time to time beginning 180 days after the date of consummation of an Initial Public Offering (or after such shorter period as provided the underwriter or underwriters, if any, distributing Common Stock in subsection (b) of this Section 2.1such Initial Public Offering may permit), upon the written request of the Majority Holders (which request must be initiated by either Stonegate the "Initiating Holders"), requesting that Holdings effect the registration under the Securities Act of all or part of (but not less than 50% of) such Initiating Holders' Registrable Securities and specifying the intended method of disposition thereof, Holdings will promptly give written notice of such requested registration to all holders of Warrants and Registrable Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and thereupon Holdings will use its best efforts to effect the registration under tie the Securities Act of of: (i) the Registrable Securities of all Holders which the Company Holdings has been so requested to registerregister by such Initiating Holders for disposition in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to Holdings for registration thereof within 30 days after the giving of such written notice by Holdings (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which Holdings may elect to register in connection with the offering of Registrable Securities pursuant to this Section 3.1, whether for its own account or for the account of a holder of Common Stock, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any, to be so registered; provided that (x) the Warrant Securityholders as a class shall be entitled to not more than two registrations upon request pursuant to this Section 3.1 and (y) if at the time of the Initiating Holders' request to effect a registration under this Section 3.1, the Warrant Securityholders' shares of Registrable Securities are subject to a lockup pursuant to Section 3.4(b), until such time as such shares are no longer subject to such lockup, Holdings shall not be obligated to file any registration statement pursuant to this Section 5.1. (b) The Company Registrations under this Section 3.1 shall not be obligated to take any action to effect any on such appropriate registration requested by form of the Holders pursuant to subsection (a) above Commission (i) after two years from the date of this Warrant, or as shall be selected by Holdings and (ii) after as shall permit the Company has effected one (1) registration pursuant disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in their request for such registration. Holdings agrees to this Section 2.1 and include in any such registration has been declared or ordered effectivestatement all information which holders of Registrable Securities being registered shall reasonably request. (c) Notwithstanding any other provision hereof to the contrary, a Holdings will pay all Registration Expenses in connection with one registration requested pursuant to this Section 2.1 3.1; provided that, in addition, Holdings shall pay all Registration Expenses in connection with any registration upon request pursuant to which less than 50% of the Registrable Securities requested to be registered by such Initiating Holders are registered, but no such registration shall be counted as a requested registration for purposes of this Section 3. 1. The underwriting discounts and commissions and transfer taxes, if any, allocable to the Registrable Securities requested to be registered by the Initiating Holders in connection with each registration requested under this Section 3.1 shall be paid for by the Initiating Holders requesting such registration. (d) A registration requested pursuant to this Section 3.1 shall not be deemed to have been effected (i) unless it a registration statement with respect thereto has become effective and remains effective for at least 180 dayseffective; provided, however, provided that a registration which does not become effective after the Company Holdings has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed by the Initiating Holders (other than a refusal to proceed based upon the advice of counsel relating to a matter with such registration respect to Holdings) shall be deemed to have been effected by the Company Holdings at the request of the Initiating Holders unless the requesting Holder Initiating Holders shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if if, after it has become effective effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason reason, other than a misrepresentation by reason of some act or an omission by any participating Holderthe Initiating Holders, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied satisfied, other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holderthe Initiating Holders. (de) The Company shall not be obligated to effect any If a requested registration pursuant to this Section 2.1 within 90 days after 3.1 involves an underwritten offering, the effective date of any underwritten public offering underwriter or underwriters thereof shall be selected by the Company holders of at least a majority (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities by a number of the Company are required to execute standard lockup agreements with the underwriters in such public offeringshares) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such as to which registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration has been requested and shall be entitled reasonably acceptable to withdraw such request andHoldings; provided that, if such request Holdings is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall obligated to pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay holders selecting such underwriter or underwriters shall not select any underwriter or underwriters that will charge fees in connection with such registration without Holdings' consent. (f) If a demand requested registration pursuant to this Section 2.1 only once 3.1 involves an underwritten offering, and the managing underwriter shall advise Holdings (with a copy of any such notice to each holder of Registrable Securities requesting registration) that, in any twelve month period. In additionits opinion, upon written notice from the Company number of securities requested to Holder be included in such registration (including securities proposed to be sold for the account of Holdings) exceeds the number which can be sold in such offering within a price range acceptable to the Initiating Holders, Holdings will include in such registration, to the extent of the effectiveness of an underwritten public number which Holdings is so advised can be sold in such offering, Holder agrees not to sell any (i) first, Registrable Securities under requested to be included in such registration by the holder or holders of Registrable Securities, (ii) second, all securities other than Registrable Securities (any such shares with respect to any registration, "Other Securities") requested to be included by the holder or holders thereof, and (iii) third, all securities proposed to be included by Holdings in such registration, in each case if less than all such securities or shares, then pro rata among such holders requesting such registration statement effected under this Section 2.1 for a period on the basis of thirty (30) days following the number of such effective datesecurities requested to be included by such holders.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1, upon Upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of the Investor Stockholders (provided that no transferee of an Investor Stockholder or its directors Affiliates or officers who are Holdersof any transferee shall be permitted to request a registration pursuant to this Section 2.2 unless the right to make such a request was transferred in writing to such transferee by the Investor Stockholder or its Affiliates, a copy of which written agreement shall be provided to the Company) owning at least 60,000 (any such Holder, the “Demand Party”) requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and specifying the like) (which request shall specify the number amount and intended method of Registrable Securities to be registered)disposition thereof, the Company shallwill promptly give written notice of such requested registration to all other Holders, and thereupon will, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its commercially reasonable best efforts to effect the registration under tie the Securities Act of of: (i) the Registrable Securities of all Holders which the Company has been so requested to register.register by the Demand Party; and (bii) The all other Registrable Securities which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that the Company shall not be required to effect a registration pursuant to this Section 2.2 upon the request of a Demand Party on any form other than Form S-3 (or any successor form) if the Company has previously effected a number of registrations of Registrable Securities under this Section 2.2 upon the request of a Demand Party on any form other than Form S-3 (or any successor form) equaling or exceeding 8 and 8 with respect to KKR and the DLJMB Funds, respectively; and provided, further, that, the Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed file a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, relating to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to request under this Section 2.1 2.2 within a period of 90 days after the effective date of any underwritten public offering by other registration statement relating to any registration request under this Section 2.2 or to any registration effected under Section 2.1 whether or not Registrable Securities are included therein (except (A) in the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness case of a registration statement for effected under Section 2.1, any shorter period as the underwriters may permit and (B) in the case of an IPO, such longer period as the underwriters may require but not more than 180 days); and provided, further, that in the case of a registration effected under Section 2.1, the Company may not delay such registration pursuant to the immediately preceding proviso more than once in any 360 day period unless Registrable Securities in an amount of not less than 75% of the number of Registrable Securities requested to be included in such registration are included in such registration; and provided, further, that the Company shall not be required to effect a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event 2.2 unless the Holders of Registrable Securities securities requesting such Registration shall be entitled registration propose to withdraw such request and, if such request is withdrawn, such Registration shall not count as dispose of shares of Common Stock having an aggregate price to the one permitted registration under this Section 2.1 public (before deducting underwriting discounts and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder expenses of the effectiveness sale) of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateat least $10,000,000.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1For the period beginning 121 days after thedate hereof and ending onthe second anniversary hereof, upon the written request of the Holders of a majority of the Warrants or the Holders of a majority of the Junior Subordinated Notes or the Warrant Shares (which request must be initiated by either Stonegate collectively, the "Demand Registrable Securities", Inc. and together with the Roll-Over Notes, the "Securities") requesting that the Company effect the registration under the Securities Act of all or any part of its directors or officers who are such Holders) owning at least 60,000 ' respective Demand Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered)Securities, the Company shall, as expeditiously as reasonably possible, notify shall promptly give written notice of such requested registration to all other Holders of such request (and allowing them to participate therein)Demand Registrable Securities, and thereupon the Company shall promptly use its best commercially reasonable efforts to effect the registration under tie the Securities Act of of (i) the Demand Registrable Securities of all Holders which the Company has been so requested to registerregister by such Holders, and (ii) all other Demand Registrable Securities which the Company has been requested to register by the Holders thereof by written request given to the Company within 30 days after the giving of such written notice by the Company, all to the extent requisite to permit the disposition of the Demand Registrable Securities so to be registered. All registrations requested pursuant to this Section 3(a) are referred to herein as "Demand Registrations." Notwithstanding the foregoing, if the Company shall be engaged in non-public discussions regarding a material transaction that, in the judgment of the Company is not ripe for disclosure but that would be required to be disclosed in any such registration, the Company may defer complying with the provisions hereof for a period of 90 days following receipt of any written request hereunder. (b) The holders of Demand Registrable Securities will be entitled to request one registration in which the Company will pay all Registration Expenses. Such registration shall be underwritten. (c) Whenever the Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) a registration pursuant to this Section 2.1 and 3 in connection with an offering by one or more Holders of Demand Registrable Securities, subject to the provisions of Section 3(f), securities other than Demand Registrable Securities may be included among the securities covered by such registration has been declared or ordered effectiveregistration. (cd) Notwithstanding any other provision hereof to the contrary, a registration requested A Demand Registration pursuant to this Section 2.1 3 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registrationhas become effective, (ii) if after it has become effective effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holderreason, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied satisfied, other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holderthe Holders requesting such registration. A requested Demand Registration under this Section 3 may be rescinded by written notice to the Company by the Holders requesting such registration prior to filing of the registration statement and such rescinded registration shall not count as a registration statement initiated pursuant to this Section 3. (de) The Company shall not be obligated With respect to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by 3, the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters include in such public offering) or of registration any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Companyother securities; provided, however, that in the event the registration is for a registered public offering involving an underwriting, if the underwriter (or the managing underwriter on behalf of the underwriters) advises the Company that the inclusion of all Demand Registrable Securities and other securities proposed to be included in such event registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Demand Registrable Securities shall be given first priority with respect to the marketing of such securities. (f) Notwithstanding any other provision of this Section 3, at any time or from time to time, if the Company effects the registration of less than 90% of all of the Demand Registrable Securities requested to be registered pursuant to Section 3(a) and Section 3(b), the Holders of a majority of the Demand Registrable Securities requesting such Registration shall be entitled to withdraw such request andan additional registration pursuant to Section 3(a) and Section 3(b), if such request is withdrawn, such Registration shall not count as the one permitted case may be. Any such registration under this shall be requested, effected and in all other respects in accordance with the terms of Section 2.1 3(a), and the Company shall will pay all Registration Expenses in connection with any such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.

Registration on Request. (a) Except as provided in subsection At any time after the date that is eighteen (b18) of this Section 2.1months from the date hereof, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning Registrable Securities representing at least 60,000 10% of the outstanding Common Stock immediately following the Closing and the issuance of the Series A Warrant Recapitalization Securities (provided that no Permitted Transferee of Lightyear or its Affiliates or of any Permitted Transferee shall be permitted to request a registration pursuant to this Section 4.2 unless the right to make such a request was transferred to such Permitted Transferee pursuant to Section 3.2(c)) (the “Demand Party”) requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and provided that (i) the likereasonably anticipated aggregate price to the public of such Registrable Securities shall be at least $8 million or (ii) (which request shall specify the number of Registrable Securities sought to be registered)registered shall be equal to at least 10% of the outstanding Common Stock of the Company immediately following the Offering and the issuance of the Series A Warrant Recapitalization Securities) and specifying the amount and intended method of disposition thereof, including pursuant to a shelf registration statement utilizing Rule 415 under the Securities Act, the Company shallwill promptly give written notice of such requested registration to all other Holders, and thereupon will, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its reasonable best efforts to effect the registration under tie the Securities Act of of: (i) the Registrable Securities of all Holders which the Company has been so requested to register.register by the Demand Party; and (bii) The all other Registrable Securities which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided, that in no event shall the Company be required to effect more than one registration pursuant to this Section 4.2; and provided, further, that the Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed file a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, relating to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to request under this Section 2.1 4.2 within 90 a period of 180 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty 4.1, which was not effected on Form S-3 (30) days following such effective dateor any successor or similar short-form registration statement).

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1REQUEST BY THE DEMAND PARTY. At any time, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. the Demand Party requesting that the Company effect the registration under the Securities Act of all or any part of its directors or officers who are Holders) owning at least 60,000 such Demand Party's Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and specifying the like) (which request shall specify the number amount and intended method of Registrable Securities to be registered)disposition thereof, the Company shall, as expeditiously as reasonably possible, notify will promptly give written notice of such 505298\0057\02050\96AXKNAK.WAR requested registration to all other Holders of such request (and allowing them to participate therein)Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under tie the Securities Act of the of: (i) such Registrable Securities of all Holders which the Company has been so requested to register.register by the Demand Party; and (bii) The all other Registrable Securities as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; PROVIDED, that, unless Holders of a majority of the Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed file a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, relating to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to request under this Section 2.1 11.2(a) (x) within 90 days a period of nine months after the effective date of any underwritten public offering other registration statement relating to any registration request under this Section 11.2(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 11.1, or (y) if with respect thereto the managing underwriter, the Commission, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company (at the end of its fiscal year, in which period case the filing may be extended up to an additional 90 days if, and only to delayed until the extent that, all directors, executive officers and other persons with registration rights with respect to securities completion of such regular audit (unless the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders Holders of the Registrable Securities that such registration would reasonably to be expected registered agree to have a material adverse effect on pay the Company; provided, however, that in such event the Holders expenses of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registrationan audit other than the regular audit). Notwithstanding the above, the Company may delay a demand registration pursuant to Nothing in this Section 2.1 11.2 shall operate to limit the right of Holder to (i) request the registration of Warrant Stock issuable upon exercise of Warrants held by such Holder notwithstanding the fact that at the time of request, such Holder holds only once in any twelve month period. In addition, upon written notice from Warrants or (ii) request the Company to Holder registration at one time of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateboth Warrants and Warrant Stock.

Registration on Request. (a) Except as provided in subsection (b) of this Subject to Section 2.13.08, upon the written request of if one or more Requesting Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts desire to effect the registration under tie the Securities Act of the outstanding Registrable Securities of all Holders which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders Common Shares pursuant to subsection (a) above (i) after two years from a Public Offering, such Requesting Holders may make a written request that the date of this WarrantIssuer effect such registration; provided that, or (ii) after the Company has effected one no Requesting Holder shall make any such written request (1) registration pursuant to this Section 2.1 during the pendency of, and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, for a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason period of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of, any Public Offering of securities for the account of the Issuer, (2) for a period of six months after the effective date of any underwritten public offering by Public Offering of Common Shares for the Company account of any Person other than the Issuer pursuant to the exercise of a demand registration right covering Common Shares acquired upon exercise of Series G Shares and (which period may 3) prior to the first anniversary of the date hereof. Each such request will specify the number of shares of Registrable Common Shares proposed to be extended up sold and will also specify the intended method of disposition thereof. The Issuer will promptly give written notice of such requested registration to an additional 90 days ifall other Holders of Registrable Common Shares and all Piggyback Holders of Registrable Common Shares, and only thereupon will use its best efforts to effect, as promptly as practicable, the extent that, all directors, executive officers and other persons with registration rights with respect under the Securities Act of: (i) the Registrable Common Shares which the Issuer has been so requested to securities of the Company are required to execute standard lockup agreements with the underwriters in register by such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration Requesting Holders pursuant to this Section 2.1 if 3.02; and (ii) the financial advisor and/or underwriter Registrable Common Shares which the Issuer has been requested to register by all Holders (other than such Requesting Holders) and all Piggyback Holders by written request given to the Company certifies Issuer within 15 days after the giving of such written notice by the Issuer; all to the holders extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities that such registration would reasonably Common Shares so to be expected to have a material adverse effect on the Companyregistered; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.provided that:

Registration on Request. (a) Except as provided in subsection (b) Request. Subject to Article II of this Section 2.1the Amended and Restated Stockholders' Agreement, at any time, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any the holders of its directors or officers who are Holders) owning at least 60,000 Registrable a majority of the Eligible Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and then outstanding requesting that the like) (which request shall specify Company effect the registration under the Securities Act of a specified number of Registrable Securities to be registered)Eligible Securities, the Company shall, as expeditiously as reasonably possible, notify all other Holders shall promptly give written notice of such request (requested registration to all holders of Eligible Securities and allowing them to participate therein), and thereupon the Company shall use its best reasonable efforts to effect the registration under tie the Securities Act of the Registrable Eligible Securities of all Holders which the Company has been so requested to register. register by the Selling Stockholders, for disposition for cash in accordance with the intended method or methods of disposition specified by the Selling Stockholders (bwhich method of disposition shall be in accordance with the registration requirements of the United States securities laws), provided that (i) The the Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated required to effect any registration pursuant to this Section 2.1 within 90 days after 1.1 if during the effective date of any underwritten public offering by twelve-month period immediately preceding such request for registration the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for has previously effected a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter 1.1, (ii) subject to Section 1.1(g), the Company certifies shall not be required to effect any registration pursuant to this Section 1.1 after seven registrations requested by holders of Eligible Securities pursuant to this Section 1.1 shall have been effected unless, as to no more than three additional registrations, the holders of a majority of the Registrable Eligible Securities then outstanding deliver at any time a notice to the effect that such registration would reasonably be expected holders agree to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the aboveadditional three registrations; provided, however, that if the Company may delay proposes to redeem pursuant to ARTICLE SIXTH, Section 2.2 of the Articles shares of Class A Stock from the Class A Holders in an amount in excess of 0.25% of the Voting Securities of the Company, and the Selling Stockholders sell such shares pursuant to Section 2.11 or 7.4 of the Amended and Restated Stockholders' Agreement in a registered offering pursuant to which the Selling Stockholders have exercised a demand registration right, such registration shall not count toward the maximum number of registrations provided in this clause (ii) to the proviso to Section 1.1(a), (iii) the Company shall not be obligated to cause any special audit to be undertaken with any such registration, and (iv) the Company shall not be required to effect any registration requested by holders of Eligible Securities pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from 1.1 unless either (A) the Company aggregate market value of all Eligible Securities so requested to Holder be registered exceeds $200 million on the date of delivery of the effectiveness request for registration based on the average closing price per share on the preceding ten Business Days of the Eligible Securities to be registered (the "Relevant Average Closing Price"), or (B) the registration relates to the sale of Post-Restructuring Series 3 PCS Shares and both (i) the aggregate market value of the Post-Restructuring Series 3 PCS Shares so requested to be registered exceeds $100 million on the date of delivery of the request for registration based on the Relevant Average Closing Price with respect to the Series 1 PCS Stock, and (ii) the registration involves at least the lesser of (x) Post-Restructuring Series 3 PCS Shares with an underwritten public offeringaggregate market value of at least $200 million on the date of delivery of the request for registration based on the Relevant Average Closing Price with respect to the Series 1 PCS Stock, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period and (y) all of thirty (30) days following such effective datethe Post-Restructuring Series 3 PCS Shares owned by the Class A Holders.

Registration on Request. At any time after the date hereof, if the Company completes a Public Offering in which the Company receives proceeds of at least $5 million, then from and after the date on which such offering is completed (a) Except as provided in subsection (b) of this Section 2.1"Offering Time"), upon the written request of Holders a Holder (which request must be initiated by either Stonegate Securitiesthe "Initiating Holder"), Inc. requesting that the Company effect the registration under the Securities Act of all or any part of its directors or officers who are Holders) owning such Initiating Holder's Registrable Securities in a firm commitment underwritten offering with an expected offering price of at least 60,000 $5 million, or such lesser amount if all the remaining Registrable Securities (as appropriately adjusted for stock splitsheld by the Initiating Holder are to be registered or, stock dividendsif the Company meets the eligibility requirements, reorganizations and in a shelf registration under the like) (which request shall specify the number Securities Act on Form S-3, of all or part of such Initiating Holder's Registrable Securities to be registered)and specifying the intended method of disposition thereof, the Company shall, as expeditiously as reasonably possible, notify all other Holders will promptly give written notice of such request (and allowing them requested registration to participate therein)all holders of Registrable Securities, and thereupon the Company will use its best efforts to effect the registration under tie the Securities Act of the following securities: (i) the Registrable Securities of all Holders which the Company has been so requested to register.register by the Initiating Holder for disposition in accordance with the intended method of disposition stated in such request; (bii) The all other Registrable Securities the holders (a "Requesting Stockholder") of which shall have made a written request to the Company shall not be obligated to take any action to effect any for registration requested thereof within twenty (20) days after the giving of such written notice by the Holders Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of the Common Stock which the Company may elect to register in connection with the registration of Registrable Securities pursuant to subsection this Section 2.2(a), whether for its own account or for the account of a holder of such shares of the Common Stock, all to the extent requisite to permit the disposition (ain accordance with the intended methods thereof as aforesaid) above of the Registrable Securities and the additional shares of Common Stock, if any, to be so registered; provided that (i) after two years from the date a Holder and any other holders of this Warrant, or (ii) after the Company has effected Registrable Securities as a class shall be entitled to not more than one (1) registration upon request pursuant to this Section 2.1 2.2(a), and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop ordera Holder shall not demand, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or as an omission by any participating Initiating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and 2.2(a) within 90 days of such Holder's receipt of the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration Company's notice provided pursuant to this Section 2.1 only once 2.1(a) above (which shall in any twelve month period. In addition, upon written notice from the Company no way otherwise affect such Holder's rights to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected participate as a Requesting Stockholder under this Section 2.1 for a period of thirty (30) days following such effective date2.2(a)).

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1, upon Upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. any holder or any holders of its directors or officers who are Holders) owning at least 60,000 Registrable Securities fifty-one percent (as appropriately adjusted for stock splits51%) in the aggregate number of shares of the Preferred Stock and/or shares of Common Stock ("Shares") issued upon conversion of such Preferred Stock (provided that in computing such 51% amount the number of shares of Preferred Stock and Common Stock shall be weighted proportionately taking into account the Conversion Ratio with respect to which such shares of Common Stock were issued upon conversion), stock dividends, reorganizations and the like) (which request shall specify state the number intended method of Registrable disposition by such holder or holders and shall request that the Company effect the registration of all or part of such Shares, or the Shares issuable upon the conversion of such Preferred Stock, or both, under the Securities to be registeredAct of 1933, as amended (the "Act"), the Company shall, as expeditiously as reasonably possible, notify all other Holders will promptly give written notice of such request (requested registration to all holders of outstanding Preferred Stock and allowing them to participate therein)Shares, and thereupon will use its best efforts to effect the registration under tie Securities the Act of of: (i) the Registrable Securities of all Holders Shares which the Company has been so requested to register., for disposition in accordance with the intended method of disposition stated in such request, and (bii) The all other outstanding Shares, or Shares issuable upon the conversion of Preferred Stock, the holders of which shall have made written request (stating the intended method of disposition of such securities by such holders) to the Company for registration thereof within thirty (30) days after the receipt of such written notice from the Company, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) by the holders of the Shares so registered and to maintain such registration in effect for a period of twenty-four (24) months from the effective date of such registration statement; provided, that the Company shall not be obligated required to take any action register or use its best efforts to effect any registration requested by of Shares under the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration Act pursuant to this Section 2.1 and paragraph 6(a) more than once. In the event that, as a result of such registration, another person with incidental registration has been declared rights granted by the company requests that the Company include securities of such person in such registration, such request will not result in a reduction in the number of securities of the holder or ordered effective. (c) Notwithstanding holders of the Preferred Stock and/or Shares to be included in such registration. The Company shall have no obligation to register or use its best efforts to effect any other provision hereof to registration of Shares under the contrary, a registration requested Act pursuant to this Section 2.1 shall not paragraph 6 which would be deemed to have been effected (i) unless it has become effective in conflict with the obligations of any holder or holders of Preferred Stock and/or Shares under any confidentiality agreement between such holder or holders and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required Preferred Stock to execute standard lockup agreements with the underwriters in such public offering) holder or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateholders.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1, upon Upon the written request of Holders (which request must be initiated the Vendor, requesting that the Purchaser effect the registration under the U.S. Securities Act of all or part of the Registrable Securities held by either Stonegate the Vendor and specifying the intended method or methods of disposition of such Registrable Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify Purchaser will in the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and manner contemplated by Section 4 use its best efforts to effect effect, at the registration earliest possible date, the registration, under tie the U.S. Securities Act of the Registrable Securities of all Holders which the Company Purchaser has been so requested to register. register by the Vendor, for disposition as stated in such request, to the extent required to permit the disposition (bin accordance with the intended methods thereof as aforesaid) The Company of the Registrable Securities to be so registered, provided that (A) if the Purchaser shall have previously effected a registration of which notice has been given to the Vendor pursuant to Section 3, in which the Vendor was permitted to sell all Registrable Securities it desired to sell, the Purchaser shall not be obligated to take any action required to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) a registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to 2 until a period of 90 days shall have elapsed from the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason date of the refusal by a requesting Holder, in its sole discretion, to proceed with most recent such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such previous registration, and (iiB) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company Purchaser shall not be obligated to effect any registration requested by Vendor pursuant to this Section 2.1 within 90 days after 2(a) unless such request pertains to the effective date registration of any underwritten public offering at least 500,000 Common Shares as currently constituted (or, if less, all of the Registrable Securities then owned by the Company Vendor). Each registration requested pursuant to this Section 2 shall be (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offeringi) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days effected by the filing or the effectiveness of a registration statement on such form as may be appropriate for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders proposed disposition of the Registrable Securities, and (ii) if the Purchaser is qualified and if agreed to in writing by the Vendor, filed pursuant to Rule 415 under the U.S. Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that Act (or equivalent rule then in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall effect). (b) The Purchaser will pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding each registration of Registrable Securities effected by the above, the Company may delay a demand registration Purchaser pursuant to this Section 2.1 only once 2. (c) The Purchaser represents that, except for the registration rights (a copy of which are attached hereto) contained in the subscription agreements for the private placement completed by the Purchaser on or about October 31, 2003 and except for the rights granted in this Schedule "E," it has not granted to any twelve month periodPerson the right to request registration of its securities. In addition, upon the Purchaser covenants that, subject to the provisions of Section 8, it will not grant to any Person other than the Vendor the right to request a registration of securities. The Purchaser may grant incidental rights to participate in registrations comparable to those granted in Section 3. (d) If requested by the underwriters for any underwritten offering of Registrable Securities on behalf of the Vendor pursuant to a registration requested under this Section 2, the Purchaser will enter into an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Purchaser and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution provisions which shall be in addition to, and not in lieu of, the indemnities and contribution provisions provided in Section 6. (e) If, at any time after requesting registration pursuant to Section 2(a) and prior to the effective date of the registration statement filed in connection with such registration request, the Vendor shall determine for any reason not to register such Registrable Securities, the Vendor may, at its election, give written notice from of such determination to the Company Purchaser. The Purchaser shall then be relieved of its obligations to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell register any Registrable Securities in connection with such registration request (but not its obligation to pay the Registration Expenses in connection therewith as provided in Section 2(b)), without prejudice, however, to the right of the Vendor to make a subsequent request pursuant to Section 2(a) to request that a registration be effected. (f) In no case shall the Purchaser grant to any holder of Registrable Securities other than the Vendor the right to have such Registrable Securities registered under any the U.S. Securities Act pursuant to a registration statement effected filed connection with a request by the Vendor for registration pursuant to Section 2(a). (g) In connection with any request for registration pursuant to Section 2(a), the Purchaser may, on one occasion only, upon a good-faith determination by the Purchaser's Board of Directors that such a registration would interfere with the completion by the Purchaser of a proposed corporate transaction, notify the Vendor that it intends to defer such registration for up to one hundred twenty (120) days. In such event the Vendor may rescind its registration request, and shall again be entitled to request such registration under this Section 2.1 for a 2(a), but not sooner than the end of the period of thirty deferral determined by the Purchaser. (30h) days following The Purchaser agrees that no Registrable Securities shall be, or shall be convertible into, securities of a corporation or entity other than the Purchaser unless the Purchaser first obtains the prior written consent of the Vendor (which may be unreasonably withheld) and the written acknowledgement and agreement of such effective dateother corporation or entity to provide the Vendor with registration rights at least as favorable as the registration rights provided for in this Schedule "E".

Registration on Request. (a) Except as provided in subsection At anytime, after the date that is six (b6) of this Section 2.1months after the IPO Date, upon the written request of (i) the Holder or Holders of a majority of the Registrable Securities held by the Carlyle Holders (which request must be initiated by either Stonegate Securities, Inc. the "Carlyle Demand Party") requesting that the Company effect the registration under the Securities Act of all or any part of its directors or officers who are Holders) owning at least 60,000 the Registrable Securities held by the Carlyle Holders (as appropriately adjusted for stock splitsa "Carlyle Demand"), stock dividends, reorganizations and or (ii) Executive requesting that the like) (which request shall specify Company effect the number registration under the Securities Act of all or part of the Registrable Securities to be registeredheld by the Executive Holders (an "Executive Demand"; for purposes of this Section 3, "Demand Party" shall mean the Carlyle Demand Party, in the case of a Carlyle Demand, or Executive, in the case of an Executive Demand), and specifying the amount and intended method of disposition thereof, the Company shallthereupon will, as expeditiously as reasonably possible, notify all other Holders subject to the limitations of such request (and allowing them to participate therein)this Section 3, and use its reasonable best efforts to effect the registration under tie the Securities Act of the (i) such Registrable Securities of all Holders which the Company has been so requested to register. register by the Demand Party, (bii) The such Registrable Securities which the Company has been requested to register by other Holders of Registered Securities exercising their rights under Section 2 hereof with respect to such registration and (iii) any shares of Common Stock that the Company desires to include in such registration, in each case, to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that the Carlyle Demand Party shall not be obligated entitled to take make a Carlyle Demand at any action time that the Carlyle Holders hold less than five percent (5%) of the Registrable Securities then outstanding; provided further that Executive shall not be entitled to effect make an Executive Demand at any time that the Executive Holders hold less than five percent (5%) of the Registrable Securities then outstanding. If any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and 3 is intended to involve an underwritten offering, the managing underwriter for such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration offering shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering selected by the Company (which period may and shall be extended up to an additional 90 days if, and only reasonably acceptable to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateDemand Party).

Registration on Request. (a) Except as provided in subsection (b) If at any time prior to the closing of this Section 2.1, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities a Qualified Public Offering (as appropriately adjusted for stock splitsdefined in the Certificate of Designation, stock dividendsPreferences and Other Rights of the Preferred Stock) but after January 1, reorganizations 1996, the Holders and/or any securityholders, together or individually, with other securityholders of the Company holding in the aggregate a majority of the Common Stock on a fully diluted basis (collectively, "Requesting Holders") deem it appropriate that the Company offer to the public its Common Stock pursuant to a registration statement under the Securities Act (the "Initial Public Offering"), the Requesting Holders shall provide written notice to the Company. The Company will promptly give written notice of such requested offering by certified or registered mail to all Holders, OCR, the Principal Stockholders and the like) Other Stockholders (collectively, "holders"). The holders may thereupon request the registration of all or part of the registrable stock held by the holders concurrently with such Initial Public Offering, which request shall specify the number intended method or methods of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders disposition of such request (and allowing them to participate therein), and registrable stock. The Company will use its best efforts to effect file (at the earliest possible date and if possible within ninety (90) days after the giving of such written notice by the Company) the registration under tie Securities Act of statement for the Initial public Offering including therein: (i) Investor Registrable Securities, OCR Registrable Securities of all Holders and Other Registrable Securities which the Company has been so requested to registerregister by a Holder or Holders, OCR, the Principal Stockholders and the Other Stockholders for disposition in accordance with the intended method of disposition stated in such request; and (ii) other registrable stock which the Company has been requested to register by other holders, by written request delivered to the Company within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such registrable stock), provided that if the Company shall have previously effected a registration of which notice has been given to holders pursuant to Section 2.2, the Company shall not be required to effect a registration pursuant to this Section 2.1(a) until a period of nine (9) months shall have elapsed from the termination of effectiveness of the most recent such previous registration. (b) At any time after the earlier of (x) the Initial Public Offering and (y) the date the Company becomes a reporting company under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Xxxxx Partners II, L.P. and Warburg, Xxxxxx Investors, L.P. (each a "Principal Holder") shall each be entitled to request, one time, in writing that the Company effect the registration under the Securities Act of all or part of the Investor Registrable Securities held by such Principal Holder, which request shall specify the intended method or methods of disposition of such Investor Registrable Securities. The Company will promptly give written notice of such requested registration by certified or registered mail to all holders and thereupon will use its best efforts to file (at the earliest possible date and if possible within 90 days after the giving of such written notice by the Company) the registration, under the Securities Act, of: (i) the Investor Registrable Securities which the Company has been so requested to register by such principal Holder, for disposition in accordance with the intended method of disposition stated in such request; and (ii) all other Investor Registrable Securities which the Company has been requested to register by a Holder or Holders, by written request delivered to the Company within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Investor Registrable Securities), provided that: (A) if the Company shall have previously effected a registration pursuant to Section 2.1(a), or shall have previously effected a registration of which notice has been given to all holders pursuant to Section 2.2, the Company shall not be obligated to take any action required to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) another registration pursuant to this Section 2.1 and 2.1(b) until a period of nine (9) months shall have elapsed from the termination of effectiveness of the most recent such registration has been declared or ordered effective.previous registration; (cB) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated required to effect any registration pursuant to this Section 2.1 within 90 days after 2.1(b) unless the effective date Principal Holder and Holders requesting registration pursuant to clauses (i) and (ii) above have requested to include in the applicable registration Investor Registrable Securities owned by them representing an anticipated aggregate value of any underwritten public offering by at least $5,000,000; and (C) if the Board of Directors determines in good faith and in the exercise of its reasonable business judgment that the registration and distribution of all or a specified portion of Investor Registrable Securities will result in a twenty-five percent (25%) or more decrease in the market price of the then outstanding Common Stock, then the Company (which period may shall not be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with effect the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration requested pursuant to this Section 2.1 if 2.1(b) until such time as shall be reasonably determined by the financial advisor and/or underwriter Board of Directors to the Company certifies to the holders of the Registrable Securities that permit such registration would reasonably be expected to have and distribution without resulting in such a material adverse effect on the Companydecrease in price; provided, however, provided that in such the event the Holders of Registrable Securities Principal Holder requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 2.1(b) is Warburg, Xxxxxx Investors, L.P. ("Warburg") and Warburg provides written notice to the Company that it requests registration under this Section 2.1(b) in order to make a distribution of Investor Registrable Securities held by Warburg to its limited partners, then notwithstanding anything contained in this Section 2.1(b)(ii)(C) to the contrary, the Company shall be required to effect the registration of Investor Registrable Securities held by Warburg (and no other holders) for such purpose only in accordance with the terms of this Section 2.1(b) (a "Warburg Distribution Demand") If any registration requested by the holders pursuant to Section 2.1 is for an underwritten offering, the Company shall have the right to designate the underwriter, who shall be an investment banking firm of nationally recognized standing. (c) The Company will pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, registration effected by the Company may delay a demand registration of registrable stock (including in connection with the Initial Public Offering) pursuant to Section 2.1(a) and the registration of Investor Registrable Securities pursuant to Section 2.1(b). The term "Registration Expenses" shall mean all expenses incident to the Company's performance of or compliance with this Section 2.1 only once in any twelve month period. In addition2 including, upon written notice from without limitation, all registration and filing fees; all printing expenses; the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits required by or incident to Holder such performance and compliance. Registration Expenses shall exclude underwriting discounts and/or commissions (or similar payments), transfer taxes, if any, on registrable stock sold by the holders, all fees and expenses of compliance with state securities or blue sky laws attributable to such registrable stock, and the effectiveness fees and disbursements of an underwritten public offeringcounsel for the holders, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period all of thirty (30) days following such effective datewhich shall be borne by the holders.

Registration on Request. (a) Except as Request. Subject to the limitations provided in subsection (b) herein, commencing on December 31, 2005, or on the first anniversary of this Section 2.1the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of Holders the Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (which request must be initiated by either Stonegate 50%) of the then-outstanding Registrable Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchasers, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be registered)an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company shall, as expeditiously as reasonably possible, notify will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of such request (Registrable Securities and allowing them to participate therein), and thereupon the Company will use its best reasonable efforts to effect the registration under tie the Securities Act of of: (i) the Registrable Securities of all Holders which the Company has been so requested to register.register by such Initiating Holders, and (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after all other Registrable Securities which the Company has effected one (1) registration pursuant been requested to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any register by the other provision hereof Holders thereof by written request given to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 15 days after the effective date giving of any underwritten public offering such written notice by the Company (which period may be extended up request shall specify the same information called for by the original request to an additional 90 days ifeffect registration described above), and only all to the extent that, all directors, executive officers and other persons requisite to permit the disposition (in accordance with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offeringSection 2.1(b) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders hereof) of the Registrable Securities that such registration would reasonably so to be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateregistered.

Registration on Request. (a) Except Request by Holders of Warrants or Registrable Securities. The holders of 51% (by number of shares and shares then purchasable by exercise of the Warrants) or more of the then outstanding Registrable Securities and Warrants (the "MAJORITY HOLDERS") may, at any time, request in writing that the Company effect the registration under the Securities Act of all or part of such holders' Registrable Securities. Such request shall specify the intended method of disposition thereof and whether or not such requested registration is to be an underwritten offering. Promptly after receiving such request, the Company will give written notice of such requested registration to all other holders of Warrants or Registrable Securities and, so long as provided in subsection the aggregate number of Registrable Securities requested to be so registered under (bi) of this Section 2.1, upon the written request of Holders and (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holdersii) owning below equals at least 60,000 Registrable Securities 880,000 shares (as appropriately adjusted for to reflect any stock splits, stock dividends, reorganizations combinations of common stock, reclassifications and the like) (which request shall specify the number of Registrable Securities to be registeredcomparable transactions occurring after November 18, 1996), thereupon the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and will use its best efforts to effect the registration under tie the Securities Act of of: (i) the Registrable Securities of all Holders which the Company has been so requested to register.register by such holders initiating such request, and (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after all other Registrable Securities which the Company has effected been requested to register by such other holders of Warrants or Registrable Securities by written request given to the Company within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. The holders of Warrants or Registrable Securities shall be entitled to only one (1) requested registration pursuant to this Section 2.1 and (unless such requested registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall is deemed not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined described in Section 4 below2.1(e) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holderhereof). (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1At any time or from time to time, upon the written request of Holders the holder or holders of a majority of all outstanding Conversion Shares and Warrants (which request must be initiated such majority determined, for purposes of this Section 3.1, by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify calculating the number of Conversion Shares for which such Warrants are then exercisable) (the "INITIATING HOLDERS"), requesting that Company effect the registration under the Securities Act of all or part of such Initiating Holders' Registrable Securities to be registered)and specifying the intended method of disposition thereof, the Company shall, as expeditiously as reasonably possible, notify all other Holders will promptly give written notice of such request (requested registration to all holders of Warrants and allowing them to participate therein)Registrable Securities, and thereupon Company will use its best efforts to effect the registration under tie the Securities Act of of: (i) the Registrable Securities of all Holders which the Company has been so requested to registerregister by such Initiating Holders for disposition in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to Company for registration thereof within thirty (30) days after the giving of such written notice by Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which Company may elect to register in connection with the offering of Registrable Securities pursuant to this Section 3.1, whether for its own account or for the account of a holder of Common Stock, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any, to be so registered, provided that the Company shall not be required to comply with more than one registration request pursuant to this Section 3.1, except that in the event less than fifty percent (50%) of the Registrable Shares requested to be registered by the Initiating Holders are registered pursuant to such requested registration, the Initiating Holders shall be entitled to request one, and only one, additional registration pursuant to this Section 3.1 (the "Follow Up Registration"). Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to pay any Registration Expenses in connection with such Follow Up Registration, and neither the Initiating Holders in particular, nor the Warrant Securityholders as a class in general, shall have the right to request any additional registrations other than the initial registration request and one Follow Up Registration request, if any. (b) The Company Registrations under this Section 3.1 shall not be obligated to take any action to effect any on such appropriate registration requested by form of the Holders pursuant to subsection (a) above Commission (i) after two years from the date of this Warrant, or as shall be selected by Company and (ii) after as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in their request for such registration. Company has effected one (1) registration pursuant agrees to this Section 2.1 and include in any such registration has been declared or ordered effectivestatement all information which holders of Registrable Securities being registered shall reasonably request. (c) Notwithstanding any other provision hereof to the contrary, a Company will pay all Registration Expenses in connection with one registration requested pursuant to this Section 2.1 3.1. The Registration Expenses (and underwriting discounts and commissions and transfer taxes, if any, allocable to the Registrable Shares requested to be registered by the Initiating Holders) in connection with the Follow Up Registration, if any, requested under this Section 3.1 shall be paid for by the Initiating Holders requesting such registration. (d) A registration requested pursuant to this Section 3.1 shall not be deemed to have been effected (i) unless it a registration statement with respect thereto has become effective and remains effective for at least 180 dayseffective; provided, however, provided that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed by the Initiating Holders (other than a refusal to proceed based upon the advice of counsel relating to a matter with such registration respect to Company) shall be deemed to have been effected by the Company at the request of the Initiating Holders unless the requesting Holder Initiating Holders shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if if, after it has become effective effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason reason, other than a misrepresentation by reason of some act or an omission by any participating HolderWarrantholder or Warrant Securityholder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied satisfied, other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating HolderWarrantholder or Warrant Securityholder. (de) The Company shall not be obligated to effect any If a requested registration pursuant to this Section 2.1 within 90 days after 3.1 involves an underwritten offering, the effective date of any underwritten public offering underwriter or underwriters thereof shall be selected by the Company holders of at least a majority (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities by a number of shares) of the Company are required Registrable Securities as to execute standard lockup agreements with the underwriters in such public offeringwhich registration has been requested. (f) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of If a registration statement for a requested registration pursuant to this Section 2.1 if 3.1 involves an underwritten offering, and the financial advisor and/or managing underwriter shall advise Company (with a copy of any such notice to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders each holder of Registrable Securities requesting such Registration shall be entitled to withdraw such request andregistration) that, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the aboveits opinion, the number of securities requested to be included in such registration (including securities proposed to be sold for the account of Company) exceeds the number which can be sold in such offering within a price range acceptable to the Initiating Holders, Company may delay a demand registration pursuant will include in such registration, to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder extent of the effectiveness of an underwritten public number which Company is so advised can be sold in such offering, Holder agrees not to sell any (i) first, Registrable Securities under requested to be included in such registration by the holder or holders of Registrable Securities, pro rata among such holders requesting such registration on the basis of the number of such securities requested to be included by such holders, (ii) second, all shares proposed to be included by Company in such registration and (iii) third, all shares other than Registrable Shares (any such shares with respect to any registration, "OTHER SHARES") requested to be included in such registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateby the holder or holders thereof.

Registration on Request. (a) Except as provided in subsection Subject to Section 4.1(c), if at any time following the two-month anniversary of the Closing Date, the Company receives a written request (ba “Registration Request”) from any Shareholder Party by Shareholder Action that the Company file a Registration Statement covering the registration of Common Shares having an aggregate market value (based on Average VWAP) of at least $100.0 million as of the date of such Registration Request, then the Company shall use reasonable best efforts to, as expeditiously as possible, effect the registration of such portion of the Registrable Securities set forth in such Registration Request, together with any securities required to be included in such Registration Statement pursuant to the Faiveley Registration Rights, in accordance with the intended method of distribution stated in such Registration Request, pursuant to a Registration Statement, to the extent necessary to permit the disposition of the Registrable Securities to be so registered. Each Registration Request pursuant to this Section 2.1, upon the written request of Holders (which request 4.1 must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations in writing and the like) (which request shall specify the number of Registrable Securities requested to be registered)registered and the intended method of distribution. Notwithstanding the foregoing, the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under tie Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register. (b) The Company shall will not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, file a registration Registration Statement requested pursuant to this Section 2.1 4.1: (i) within a period of 90 calendar days after the date of delivery of any other Registration Request pursuant to this Section 4.1; (ii) during such time as the Shareholder Parties may sell Registrable Securities, in accordance with the intended method of distribution stated in the Registration Request, pursuant to a Shelf Registration Statement under Section 4.3; (iii) on a total of more than three occasions in any calendar year (if, on each such occasion, the registration shall not be have been deemed to have been effected in accordance with Section 4.1(b) of this Agreement); (iiv) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration in any particular jurisdiction in which does not become effective after the Company has filed would be required to execute a registration statement with respect thereto solely by reason general consent to service of the refusal by a requesting Holder, process in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with effecting such registration, (ii) if after it has become effective qualification or compliance, unless the Company is already subject to service of process in such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not jurisdiction and except as may be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering required by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company1933 Act; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.or

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.12.2 below, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any the Holder requesting that the Company effect pursuant to this Section 2.1 the registration of its directors or officers who are Holders) owning at least 60,000 the Holder's Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and under the like) Securities Act (which request shall specify the number of Registrable Securities to be registered, which shall not be less than fifty percent of the then outstanding Registrable Securities), the Company shall, as expeditiously as reasonably possible, notify use all other Holders of such request (and allowing them to participate therein), and use its best commercially reasonable efforts to effect the registration under tie the Securities Act of the Registrable Securities of all Holders the Holder which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders Holder pursuant to subsection (aSection 2.1(a) above hereof (i) prior to Xxxxx 00, 0000, (xx) after two years from the date of this WarrantNovember 2, or 2002, (iiiii) after the Company has effected one (1) such registration pursuant to this Section 2.1 and such registration has been declared or ordered effective, or (iv) the Holder has previously rejected the opportunity to participate in a registration with respect to any Registrable Securities pursuant to Sections 2.1(a) or 2.2(a) hereof, the Holder's Registrable Securities would have been included in said registration but for said rejection by the Holder and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting the Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registrationHolder, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court (which is not vacated or satisfied within ten (10) days after it is instituted) for any reason other than a misrepresentation or an omission by any participating the Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating the Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; providedCompany or any of its subsidiaries, howevertaken as a whole, provided that in such event the Holders holders of Registrable Securities initially requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the The Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve twelve-month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.

Registration on Request. (ai) Except as provided in subsection (b) of this Section 2.1The Company agrees that if, upon the written request of Holders (which request must be initiated by either Stonegate Securitiesat any time, Inc. or any of its directors or officers who are Holders) owning and from time to time, but at least 60,000 Registrable Securities 180 days after the earlier to occur of (as appropriately adjusted for stock splits, stock dividends, reorganizations i) an IPO and the like(ii) (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein)a Trading Event, and use its best efforts ending on the date that is five years from the final Closing, one or more of the Holders desire to effect the registration under tie the Securities Act of outstanding Registrable Securities, such Holders may make a written request that the Company effect such registration; provided that such requested registration would cover at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (ii) The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, and ending on the date that is five years from the final Closing, one or more of the Holders desire to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holders may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided that, the Company shall not be required to effect more than one Short Form Registration in any 12 month period. (iii) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the registration under the Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested register in the request by the Initiating Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected all notices received by the Company at the request of the from such other Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 30 days after the effective date giving of any underwritten public offering such notice by the Company (which period may be extended up to an additional 90 days ifCompany), and only to the extent that, all directors, executive officers and other persons with registration rights with respect necessary to securities of permit the Company are required to execute standard lockup agreements disposition (in accordance with the underwriters in such public offeringintended methods thereof as aforesaid) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that to be registered. If such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders method of Registrable Securities requesting such Registration disposition shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any the Holders of a majority of the shares of Registrable Securities under to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration statement effected under is not less than the minimum amount required pursuant to this Section 2.1 for a period of thirty (30) days following such effective date5.3.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1Subject to the terms and conditions hereof, upon the written request by Holders of a majority of the Registrable Shares requesting that the Company effect the registration under the Securities Act of all or part of the Registrable Shares held by such Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered“Requesting Shareholder”), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and shall use its best efforts to effect effect, at the registration earliest possible date, the registration, under tie the Securities Act Act, of the Registrable Securities of all Holders Shares which the Company has been so requested to register. register by the Requesting Shareholder; provided, that (bi) The the Company shall not be obligated to take any action to effect any registration no less than two (2) such registrations requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this WarrantRequesting Shareholder, or for which it shall pay all related Registration Expenses, and (ii) after the Company shall effect no less than two (2) additional registrations at the Requesting Shareholder’s request in writing, if the Requesting Shareholder has effected one (1) registration pursuant agreed in writing to this Section 2.1 and pay the Registration Expenses for each such registration has been declared or ordered effective. in excess of the two (c2) Notwithstanding registrations referred to in Section 2(a)(i); provided, that the Requesting Shareholder may request a maximum of two (2) registrations in any other provision hereof to the contrary, a given calendar year. Each registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration 2 shall be deemed to have been (A) effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration on Form S-1, Form S-3 or Form SB-1 (or any successor or other form which the Company is qualified to use) as shall be selected by the Company and its counsel, (B) if the Company is qualified and if requested or agreed to in writing by the Requesting Shareholder, filed pursuant to this Section 2.1 Rule 415 under the Securities Act (or equivalent rule then in effect), and (C) if the financial advisor and/or underwriter to Registrable Shares are registered in any jurisdiction outside the Company certifies to United States or are listed on any exchange outside the holders United States, effected as required by the laws and rules of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; providedjurisdiction or exchange, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 case may be. (b) Subject to Sections 2(a)(ii) and 2(c), the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, each registration of Registrable Shares effected by the Company may delay a demand registration pursuant to this Section 2.1 only once 2. (c) If, at any time after requesting registration pursuant to Section 2(a) and prior to the effective date of the registration statement filed in connection with such registration request, the Requesting Shareholder determines for any twelve month period. In additionreason not to register such Registrable Shares, upon the Requesting Shareholder shall give written notice from of such determination to the Company. Upon receipt of such notice, the Company shall then be relieved of its obligations to Holder register the Registrable Shares in connection with such Requesting Shareholder’s registration request, and the Requesting Shareholder shall pay the Registration Expenses in connection therewith, unless the Requesting Shareholder states in writing that such request shall count as one of the effectiveness two (2) requests permitted by Section 2(a)(i). Nothing in this Section 2(c) shall preclude the Requesting Shareholder from making another registration request with respect to the Registrable Shares referred to in this Section 2(c). (d) In connection with any request for registration pursuant to Section 2(a)(i), the Company may, within fifteen (15) days after its receipt of an underwritten public offeringsuch request, Holder agrees request to issue and register securities under the Securities Act for sale for its own account. Thereafter, subject to written approval by the Requesting Shareholder of such issuance and registration, which approval shall not be unreasonably withheld, the provisions of Section 3 shall govern, and the Requesting Shareholder’s registration request under Section 2(a)(i) shall be deemed not to sell any Registrable Securities have been made. The Requesting Shareholder shall again be entitled to request such registration under any registration statement effected Section 2(a)(i), and the Requesting Shareholder’s rescinded request under this Section 2.1 2(d) shall not count for the purposes of the Requesting Shareholder’s right to request two (2) registrations by the Company, the Registration Expenses of which shall be borne by the Company as described in Section 2(a)(i). (e) The Requesting Shareholder agrees that, if such Holder wishes to sell Registrable Shares pursuant to a period of thirty (30) days following such effective dateregistration statement and related prospectus, it will do so only in accordance with this Section 2 and Section 4(xi). The Requesting Shareholder also agrees to deliver a completed and executed Notice and Questionnaire to the Company at the time registration is requested pursuant to thisSection 2.

Registration on Request. (a) Except as provided in subsection (b) In case the Holding Company shall receive from one or more holders of this Section 2.1, upon the any Registrable Shares a written request or requests that the Holding Company effect any registration, qualification and/or compliance of Holders any Registrable Shares held by (which request must or issuable to) such holder or holders, and specifying the intended method of offering, sale and distribution, the Holding Company will: (i) promptly give written notice of the proposed registration, qualification and/or compliance to each holder of any Registrable Shares; and (ii) as soon as practicable, effect such registration, qualification and/or compliance (including, without limitation, the execution of an undertaking for post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be initiated by either Stonegate Securities, Inc. so requested and as would permit or any facilitate the sale and distribution of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number such amount of Registrable Securities to be registered)Shares as is specified in a written request or requests, the Company shall, as expeditiously as reasonably possible, notify all other Holders made within 30 days after receipt of such request (and allowing them to participate therein)written notice from the Holding Company, and use its best efforts to effect the registration under tie Securities Act by any holder or holders of the any Registrable Securities of all Holders which the Company has been so requested to registerShares. (b) The obligations of the Holding Company under this section 11.1 are subject to the following qualifications: (i) except as provided in section 11.1(b)(v), the Holding Company shall not only be obligated to take any action to effect any registration requested by the Holders two registrations pursuant to subsection (a) above (i) after two years from the date of this Warrant, or section 11.1; (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Holding Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after section 11.1 unless (A) the effective date of any underwritten public offering Holding Company shall have been requested to do so by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities holder or holders of at least 50% of the Company are required Registrable Shares at the time outstanding and/or issuable and (B) the aggregate gross proceeds (before all fees, expenses and disbursements related thereto and all underwriters' discounts and commissions) from the sale of the Registrable Shares requested to execute standard lockup agreements with the underwriters be registered and sold in such public offering) registration (determined reasonably by the Holding Company and the holder or holders of any previous registration withdrawn at the request 66-2/3% or more of the requesting Holders. The Registrable Shares to be included in such registration) is at least $2,500,000; (iii) the Holding Company may postpone for up shall not be obligated to 90 days the filing or the effectiveness of cause any registration statement relating to a registration statement for a registration requested pursuant to this Section 2.1 if section 11.1 to become effective prior to March 13, 2000; (iv) the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Holding Company shall pay all Registration Expenses related to any registration, qualification and compliance requested pursuant to this section 11.1; (v) if, in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand any registration of Registrable Shares pursuant to this Section 2.1 only once section 11.1, the holders of Registrable Shares requesting registration are unable for any reason to include in any twelve month period. In addition, upon written notice from the Company to Holder such registration at least 85% of the effectiveness Registrable Shares for which registration has been requested (including on account of any limitation on the number or kind of securities that may be included in such registration which limitation is imposed by the managing underwriter(s) for such registration because, in its (or their) reasonable judgment, such limitation is necessary to effect an underwritten orderly public offeringdistribution), Holder agrees not then the holders of the Registrable Shares shall be entitled to sell any one additional registration of Registrable Securities under any Shares pursuant to this section 11.1; and (vi) if the Holding Company shall furnish to each holder of Registrable Shares an Officers' Certificate certifying that the Holding Company has determined, as evidenced by a written resolution of the board of directors of the Holding Company, that it is necessary to delay the filing of the registration statement effected under related to a registration requested pursuant to this Section 2.1 section 11.1 because such a filing at the time requested, or the offering of securities pursuant thereto, would materially interfere with any pending material transaction to which the Holding Company or any of its Subsidiaries is a party, the Holding Company shall have the right to delay such filing for a period of thirty (30) ending not more than 90 days following the first date upon which it shall have received a written request or requests for such effective dateregistration from the holder or holders of at least 50% of the Registrable Shares at the time outstanding and/or issuable; provided that (A) the Holding Company may not exercise this right to delay the filing of a registration statement on more than one occasion and (B) without limiting the generality of any other provision of this Agreement, the Holding Company shall reimburse each holder of Registrable Shares for all expenses (including, without limitation, fees, expenses and disbursements of counsel) incurred in connection with any such registration prior to receipt of any such Officers' Certificate.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1At any time after the date that is 180 days from the date hereof, upon the written request of Holders of Registrable Securities representing at least 10% of the outstanding Common Stock (which provided that prior to the first anniversary of the date hereof, such request must come from Holders of, and must be initiated with respect to the registration of, a number of Registrable Securities such that following such registration, the Voting Power then represented by either Stonegate Securities, Inc. the Lightyear Securities would represent less than 25% of the then outstanding Voting Power of the Company) (provided that no Permitted Transferee of Lightyear or its Affiliates or of any Permitted Transferee shall be permitted to request a registration pursuant to this Section 4.2 unless the right to make such a request was transferred to such Permitted Transferee pursuant to Section 3.2(c)) (the "Demand Party") requesting that the Company effect the registration under the Securities Act of its directors all or officers who are Holders) owning at least 60,000 part of such Demand Party's Registrable Securities (as appropriately adjusted for stock splitsprovided that (i) the reasonably anticipated aggregate price to the public of such Registrable Securities shall be at least $8 million or (ii) after the first anniversary of the date hereof, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities sought to be registered)registered shall be equal to at least 10% of the outstanding Common Stock of the Company) and specifying the amount and intended method of disposition thereof, including pursuant to a shelf registration statement utilizing Rule 415 under the Securities Act, the Company shallwill promptly give written notice of such requested registration to all other Holders, and thereupon will, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its reasonable best efforts to effect the registration under tie the Securities Act of of: (i) the Registrable Securities of all Holders which the Company has been so requested to register.register by the Demand Party; and (bii) The all other Registrable Securities which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided, that in no event shall the Company be required to effect more than four registrations pursuant to this Section 4.2 in respect of the Warrant Shares; and provided, further, that the Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed file a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, relating to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to request under this Section 2.1 4.2 within 90 a period of 180 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a relating to any registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses 4.2 or to any registration effected under Section 4.1, in connection with such postponed either case which was not effected on Form S-3 (or withdrawn registrationany successor or similar short-form registration statement). Notwithstanding the above, the Company may delay a demand registration pursuant to Nothing in this Section 2.1 only once in 4.2 shall operate to limit the right of any twelve month period. In addition, Holder to request the registration of Common Stock issuable upon written notice from the Company to Holder exercise of the effectiveness Warrants notwithstanding the fact that at the time of an underwritten public offering, request such Holder agrees does not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following hold the Common Stock underlying such effective datesecurities.

Registration on Request. (a) Except as provided in subsection (b) At any time or from time to time after the date of this Section 2.1consummation of an Initial Public Offering, upon the written request of Holders the holder or holders of a majority of all outstanding Conversion Shares and Warrants (which request must be initiated such majority determined, for purposes of this Section 3.1, by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify calculating the number of Conversion Shares for which such Warrants are then exercisable) (the "Initiating Holders"), requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders' Registrable Securities to be registered)and specifying the intended method of disposition thereof, the Company shall, as expeditiously as reasonably possible, notify all other Holders will promptly give written notice of such request (requested registration to all holders of Warrants and allowing them to participate therein)Registrable Securities, and thereupon the Company will use its best efforts to effect the registration under tie the Securities Act of of: (i) the Registrable Securities of all Holders which the Company has been so requested to registerregister by such Initiating Holders for disposition in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the Company may elect to register in connection with the offering of Registrable Securities pursuant to this Section 3.1, whether for its own account or for the account of a holder of Common Stock, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any, to be so registered, PROVIDED that the Warrant Securityholders as a class shall be entitled to not more than two registrations upon request pursuant to this Section 3.1. (b) The Company Registrations under this Section 3.1 shall not be obligated to take any action to effect any on such appropriate registration requested by form of the Holders pursuant to subsection (a) above Commission (i) after two years from as shall be selected by the date of this Warrant, or Company and (ii) after as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in their request for such registration. The Company has effected one (1) registration pursuant agrees to this Section 2.1 and include in any such registration has been declared or ordered effectivestatement all information which holders of Registrable Securities being registered shall reasonably request. (c) Notwithstanding any other provision hereof to the contrary, a The Company will pay all Registration Expenses in connection with one registration requested pursuant to this Section 2.1 3.1, PROVIDED that, in addition, the -10- Company shall pay all Registration Expenses in connection with any registration upon request pursuant to which less than 50% of the Registrable Shares requested to be registered by such Initiating Holders are registered, but no such registration shall be counted as a requested registration for purposes of this Section 3.1. The Registration Expenses (and underwriting discounts and commissions and transfer taxes, if any, allocable to the Registrable Shares requested to be registered by the Initiating Holders) in connection with each other registration requested under this Section 3.1 shall be paid for by the Initiating Holders requesting such registration. (d) A registration requested pursuant to this Section 3.1 shall not be deemed to have been effected (i) unless it a registration statement with respect thereto has become effective and remains effective for at least 180 dayseffective; provided, however, PROVIDED that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed by the Initiating Holders (other than a refusal to proceed based upon the advice of counsel relating to a matter with such registration respect to the Company) shall be deemed to have been effected by the Company at the request of the Initiating Holders unless the requesting Holder Initiating Holders shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if if, after it has become effective effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason reason, other than a misrepresentation by reason of some act or an omission by any participating HolderWarrantholder or Warrant Securityholder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied satisfied, other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating HolderWarrantholder or Warrant Securityholder. (de) The Company shall not be obligated to effect any If a requested registration pursuant to this Section 2.1 within 90 days after 3.1 involves an underwritten offering, the effective date of any underwritten public offering underwriter or underwriters thereof shall be selected by the Company holders of at least a majority (by a number of shares) of the Registrable Securities as to which period may registration has been requested and shall be extended up to an additional 90 days if, and only reasonably acceptable to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offeringCompany. (f) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of If a registration statement for a requested registration pursuant to this Section 2.1 if 3.1 involves an underwritten offering, and the financial advisor and/or managing underwriter to shall advise the Company certifies (with a copy of any such notice to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such Registration shall registration (including securities proposed to be entitled sold for the account of the Company) exceeds the number which can be sold in such offering within a price range acceptable to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the aboveInitiating Holders, the Company may delay a demand registration pursuant will include in such registration, to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the extent of the number which the Company is so advised can be sold in such offering, (i) first, Registrable Securities requested to Holder be included in such registration by the holder or holders of Registrable Securities, PRO RATA among such holders requesting such registration on the basis of the effectiveness number of an underwritten public offeringsuch securities requested to be included by such holders, Holder agrees not (ii) second, all shares proposed to sell be included by the Company in such registration and (iii) third, all shares other than Registrable Shares (any Registrable Securities under such shares with respect to any registration, "Other Shares") requested to be included in such registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective dateby the holder or holders thereof.

Registration on Request. (a) Except Request ------- Subject to the provisions of Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at any time or from time to time after the expiration of the Shelf Registration Period, or (ii) if for any reason the Shelf Registration does not become effective within 65 days after the date hereof or ceases to be effective at any time prior to the expiration of the Shelf Registration Period, at any time or from time to time after the date which is 65 days from the date hereof (if the Shelf Registration fails to become effective) or the date on which the Shelf Registration ceases to be effective, as provided in subsection the case may be, the Holders, individually and jointly, of more than 10% of issued and outstanding shares of Common Stock (bthe "Initiating Holders") shall have the right to require the Company to effect the registration under the Securities Act of this Section 2.1all or part of the Registrable Common Stock held by such Initiating Holders, upon the by delivering a written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and therefor to the like) (which request shall specify Company specifying the number of shares of Registrable Securities Common Stock and the intended method of distribution. The Company shall promptly give written notice of such requested registration to be registered)all other Holders, and thereupon the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to (A) effect the registration under tie the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) of the Registrable Securities of all Holders Common Stock which the Company has been so requested to register. register by the Initiating Holders, and all other Registrable Common Stock which the Company has been requested to register by any other Holder (btogether with the Initiating Holders, the "Selling Holders") The by written request given to the Company shall not be obligated within 10 days after giving of written notice by the Company, all to take any action the extent necessary to effect any registration permit distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and (B) if requested by the Holders pursuant to subsection (a) above (i) after two years from the date Selling Holders, obtain acceleration of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant relating to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.

Registration on Request. (a) Except as provided in subsection (b) Commencing at any time or from time to time after September 30, 1999, and subject to the last sentence of this Section 2.14.1(a), upon the written request of Holders (which request must be initiated by either Stonegate SecuritiesTapir, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered), requesting that the Company shalleffect the registration under the Securities Act of all or part of, as expeditiously as reasonably possiblebut not less than twenty percent (20%) of, notify all other Holders Tapir's Shares and specifying the intended method of such request (and allowing them to participate therein)disposition thereof, and thereupon the Company will use its best reasonable efforts to effect the registration under tie the Securities Act of of (i) the Registrable Securities of all Holders Shares which the Company has been so requested to register.register by Tapir for disposition in accordance with the intended method of disposition stated in such request; and (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after all shares of Common Stock which the Company has effected one (1) registration may elect to register in connection with the offering of the Shares pursuant to this Section 2.1 4.1, whether for its own account or for the account of a holder of Common Stock, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Shares and such the additional shares of Common Stock, if any, to be so registered. Notwithstanding the foregoing, Tapir shall not be entitled to request the registration has been declared or ordered effective.of any Shares under this Section 4.1 if during the immediately preceding six months Tapir was given the opportunity to register its Shares under Section 4.2 (c) Notwithstanding any other provision hereof to the contrary, a The Company will pay all Registration Expenses in connection with one registration requested pursuant to this Section 2.1 4.1, provided that, in any registration upon request pursuant to which less than 50% of the Shares requested to be registered by Tapir are registered, but no such registration shall be counted as a request registration for purposes of this Section 4. 1. The Registration Expenses (and underwriting discounts and commissions and transfer taxes, if any, allocable to the Shares requested to be registered by Tapir) in connection with each other registration requested under this Section 4.1 shall be paid for by Tapir requesting such registration. (d) A registration requested pursuant to this Section 4.1 shall not be deemed to have been effected (i) unless it a registration statement with respect thereto has become effective and remains effective for at least 180 dayseffective; provided, however, provided that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed by Tapir (other than a refusal to proceed based upon the advice of counsel relating to a matter with such registration respect to the Company) shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registrationTapir, (ii) if if, after it has become effective been effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holderreason, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holdersatisfied. (de) The Company shall not be obligated to effect any If a requested registration pursuant to this Section 2.1 within 90 days after 4.1 involves an underwritten offering, the effective date of any underwritten public offering underwriter or underwriters thereof shall be reasonably selected by the Company Company. (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offeringf) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of If a registration statement for a requested registration pursuant to this Section 2.1 if 4.1 involves an underwritten offering, and the financial advisor and/or managing underwriter to shall advise the Company certifies (with a copy of any such notice to Tapir requesting registration) that, in its opinion, the holders number of securities requested to be included in such registration (including securities proposed to be sold for the account of the Registrable Securities that such registration would reasonably Company) exceeds the number which can be expected to have a material adverse effect on the Company; provided, however, that sold in such event the Holders of Registrable Securities requesting such Registration shall be entitled offering within a price range acceptable to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the aboveTapir, the Company may delay a demand registration pursuant will include in such registration, to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the extent 5 6 of the number which the Company to Holder of the effectiveness of an underwritten public is so advised can be sold in such offering, Holder agrees not (i) first, Shares requested to sell any Registrable Securities under any be included in such registration statement effected under this Section 2.1 for a period of thirty by Tapir and (30ii) days following second, all shares proposed to be included by the Company in such effective dateregistration.

Registration on Request. (ai) Except as provided in subsection (b) of this Section 2.1The Company agrees that if, upon the written request of Holders (which request must be initiated by either Stonegate Securitiesat any time, Inc. or any of its directors or officers who are Holders) owning and from time to time, but at least 60,000 Registrable Securities 180 days after the earlier to occur of (as appropriately adjusted for stock splits, stock dividends, reorganizations i) an IPO and the like(ii) (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein)a Trading Event, and use its best efforts ending on the date that is five years from the final Closing, one or more of the Holders desire to effect the registration under tie the Securities Act of outstanding Registrable Securities, such Holders may make a written request that the Company effect such registration; provided that such registration covers at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (ii) The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, and ending on the date that is five years from the final Closing, one or more of the Holders desire to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holders may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided that, the Company shall not be required to effect more than one Short Form Registration in any 12 month period. (iii) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall immediately notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the registration under the Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested register in the request by the Initiating Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected all notices received by the Company at the request of the from such other Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 30 days after the effective date giving of any underwritten public offering such notice by the Company (which period may be extended up to an additional 90 days ifCompany), and only to the extent that, all directors, executive officers and other persons with registration rights with respect necessary to securities of permit the Company are required to execute standard lockup agreements disposition (in accordance with the underwriters in such public offeringintended methods thereof as aforesaid) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that to be registered. If such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders method of Registrable Securities requesting such Registration disposition shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any the Holders of a majority of the shares of Registrable Securities under to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration statement effected under is not less than the minimum amount required pursuant to this Section 2.1 for a period of thirty (30) days following such effective date5.3.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1At any time on and after September 1, 1998 or from time to time thereafter, upon the written request of Holders (which request must be initiated the holder or holders of two-thirds of all outstanding Conversion Shares and Warrants held by either Stonegate Securities, Inc. the Lenders (including any transferee(s) thereof) or the Purchasers (including any of its directors or officers who are Holderstransferee(s) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the likethereof) (which request shall specify such majority determined, for purposes of this Section 3.01, by calculating the number of Conversion Shares for which such Warrants are then exercisable) (the "Initiating Holders"), requesting that WLR effect the registration under the Securities Act of all or part of such Initiating Holders' Registrable Securities to be registered)and specifying the intended method of disposition thereof, the Company shall, as expeditiously as reasonably possible, notify all other Holders WLR will promptly give written notice of such request (requested registration to all holders of Warrants and allowing them to participate therein)7 Registrable Securities, and thereupon WLR will use its best efforts to effect the registration under tie the Securities Act of of: (i) the Registrable Securities of all Holders which the Company WLR has been so requested to registerregister by such Initiating Holders for disposition in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to WLR for registration thereof within 30 days after the giving of such written notice by WLR (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which WLR may elect to register in connection with the offering of Registrable Securities pursuant to this Section 3.01, whether for its own account or for the account of a holder of Common Stock, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any, to be so registered; provided, however, that the Lenders (including any transferee(s) thereof) and the Purchasers (including any transferee(s) thereof) shall each be entitled to request not more than two registrations pursuant to this Section 3.01. (b) The Company Registrations under this Section 3.01 shall not be obligated to take any action to effect any on such appropriate registration requested by form of the Holders pursuant to subsection (a) above Commission (i) after two years from the date of this Warrant, or as shall be selected by WLR and (ii) after as shall permit the Company has effected one (1) registration pursuant disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in their request for such registration. WLR agrees to this Section 2.1 and include in any such registration has been declared or ordered effectivestatement all information which holders of Registrable Securities being registered shall reasonably request. (c) Notwithstanding If any of the Initiating Holders request that WLR register that Holder's Registrable Securities pursuant to an underwritten offering, the underwriting discounts and commissions and transfer taxes, if any, and the underwriter's expenses (including counsel's fees) and out of pocket charges (collectively, the "Initiating Shareholders Underwriting Expenses") shall be borne on a pro rata basis by the Initiating Holders which request WLR to register their Registrable Securities pursuant to the underwritten offering and any other provision hereof person whose securities are included in such underwritten offering, and the Initiating Shareholders Underwriting Expenses will not constitute Registration Expenses for purposes of this Section 3.01. If the Initiating Shareholders which request WLR to make an underwritten offering agree to bear the contraryInitiating Shareholders Underwriting Expenses in accordance with the foregoing, a WLR will 8 register those Initiating Shareholders' Registrable Shares pursuant to an underwritten offering. (d) WLR will pay all Registration Expenses in connection with any registration requested pursuant to this Section 2.1 3.01, provided that, in addition, WLR shall pay all Registration Expenses in connection with any registration upon request pursuant to which less than 50% of the Registrable Shares requested to be registered by such Initiating Holders are registered, but no such registration shall be counted as a requested registration for purposes of this Section 3. 01. The Registration Expenses (and underwriting discounts and commissions and transfer taxes, if any allocable to the Registrable Shares requested to be registered by the participating Holders) in connection with each other registration requested under this Section 3.01 shall be paid for by the participating Holders requesting to join such registration. (e) A registration requested pursuant to this Section 3.01 shall not be deemed to have been effected (i) unless it a registration statement with respect thereto has become effective and remains effective for at least 180 days; providedeffective, however, provided that a registration which does not become effective after the Company WLR has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed by any Holder taking part therein (other than a refusal to proceed based upon the advice of counsel relating to a matter with such registration respect to WLR) shall be deemed to have been effected by the Company WLR at the request of the Initiating Holders unless the requesting Holder Initiating Holders shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if if, after it has become effective effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason reason, other than a misrepresentation by reason of some act or an omission by any participating HolderWarrantholder or Warrant Securityholder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied satisfied, other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating HolderWarrantholder or Warrant Securityholder. (df) The Company shall not be obligated to effect any If a requested registration pursuant to this Section 2.1 within 90 days after 3.01 involves an underwritten offering, the effective date of any underwritten public offering underwriter or underwriters thereof shall be selected by WLR with the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities approval of the Company are required to execute standard lockup agreements with the underwriters in such public offeringholders of at least a majority (by a number of shares) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up Registrable Securities as to 90 days the filing or the effectiveness of which underwritten registration has been requested. (g) If a registration statement for a requested registration pursuant to this Section 2.1 if 3.01 involves an underwritten offering, and the financial advisor and/or managing underwriter shall advise WLR (with a copy of any such notice to each holder of Registrable Securities requesting an underwritten registration) that, 9 in its opinion, the number of securities requested to be included in such registration (including securities proposed to be sold for the account of WLR and any shareholder of WLR) exceeds the number which can be sold in such offering within a price range acceptable to the Company certifies to Initiating Holders, WLR will reduce pro rata among the holders of such securities (other than the holders of the Registrable Securities that as to which the underwritten registration has been requested) and the holders of Other Shares requested to be included in such registration would reasonably the number of securities to be expected so included to have a material adverse effect on the Company; providednumber which, howeverwhen added to the Registrable Securities as to which registration has been requested, that is equal to the number which WLR is so advised can be sold in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.

Registration on Request. (a) Except as provided in subsection (bSubject to Section 4.1(c) of this and Section 2.14.3(a), upon if, at any time there is no currently effective Shelf Registration Statement on file with the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered)SEC, the Company shallreceives a written request from the Investor that the Company file a Registration Statement covering the registration of at least 10% of the then-Outstanding Registrable Securities, then the Company will, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best commercially reasonable efforts to effect the registration under tie Securities Act of such portion of the Registrable Securities of all Holders which that the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders Investor requests, pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) a Registration Statement. Each request for a registration pursuant to this Section 2.1 4.1 will be in writing and such registration has been declared or ordered effective. (c) will specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Notwithstanding any other provision hereof the foregoing, the Company will not be obligated to the contrary, file a registration requested pursuant to this Section 2.1 shall 4.1: (i) within a period of 90 calendar days after the effective date of any other registration requested pursuant to this Section 4.1; (ii) on a total of more than five occasions; (iii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (iv) if the Investor proposes to dispose of shares of Registrable Securities that may be registered at such time pursuant to a Registration Statement contemplated in Section 4.2. (b) A registration requested pursuant to this Section 4.1 will not be deemed to have been effected (i) unless it the Registration Statement has become effective and remains effective for at least 180 dayseffective; provided, however, that a registration which does not if, within the period ending on the earlier to occur of (i) 90 days after the applicable Registration Statement has become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, and (ii) if after it the date on which the distribution of the securities covered thereby has become effective been completed, the offering of securities pursuant to such registration Registration Statement is interfered with by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court court, such Registration Statement will be deemed not to have been effected; provided, further, that if the Investor, after exercising its right to request a registration pursuant to this Section 4.1, withdraws from a registration so requested after the filing thereof, such registration will be deemed to have been effective with respect to the Investor in accordance with this Section 4.1. (c) Subject to Section 4.2, if, within five Business Days of receipt of a Registration Request, the Investor is advised in writing (the “Underwriter’s Advice”) that the Company has in good faith commenced the preparation of a Registration Statement for any reason other than an underwritten Public Offering prior to receipt of such request and the managing underwriter of the proposed Public Offering has determined that in such firm’s good faith opinion, a misrepresentation registration at the time and on the terms requested would materially and adversely affect such underwritten Public Offering, then the Company will not be required to effect such requested registration pursuant to this Section 4.1 until the earliest of: (i) the abandonment of such underwritten Public Offering by the Company; (ii) 60 days after receipt of the Underwriter’s Advice by the Investor, unless the Registration Statement for such offering has become effective and such Public Offering has commenced on or an omission by any participating Holder, or prior to such 60th day; and (iii) if the conditions Registration Statement for such Public Offering has become effective and such Public Offering has commenced on or prior to closing specified such 60th day, the day on which the restrictions on the Investor contained in the purchase related lock-up agreement or underwriting agreement entered into lapse with respect to such offering. Notwithstanding the foregoing, the Company will not be permitted to defer a registration requested pursuant to this Section 4.1 in connection with such registration are not satisfied other reliance on this Section 4.1(c) more than by reason of some wrongful act or omission, or act or omission once in bad faith, by any participating Holder365-day period. (d) The Company shall not be obligated may postpone the filing or effectiveness of any Registration Statement and suspend the Investor’s use of any prospectus which is a part of the Registration Statement (in which event the Investor will discontinue sales of the Registrable Securities pursuant to effect the Registration Statement) for a period of up to an aggregate of 90 days in any 365-day period, exclusive of days covered by any lock-up agreement executed by the Investor in connection with any underwritten Public Offering, after the request for registration pursuant to this Section 2.1 within 90 days after 4.1 if a Material Disclosure Event exists or is pending at such time. (e) The Company will have the effective date right to cause the registration of additional securities for sale for the account of any underwritten public offering by Person other than the Company Investor (which period may be extended up to an additional 90 days if, and only to including the extent that, all directors, executive officers and other persons with Company) in any registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration requested pursuant to this Section 2.1 if the financial advisor and/or underwriter 4.1 to the Company certifies extent the managing underwriter or other independent marketing agent for such offering (if any) determines that, in its opinion, the additional securities proposed to be sold will not materially and adversely affect the holders offering and sale of the Registrable Securities that to be registered in accordance with the intended method or methods of disposition then contemplated by such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration requested pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date4.1.

Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 a majority of the then outstanding Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and of all Holders requesting that the like) Company effect pursuant to this Section 2.1 the registration of the requesting Holders' Registrable Securities under the Securities Act (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under tie the Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register. (b) . The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above above: (i) during the initial sixty-five (65) day period commencing on the date of the final closing of the Offering (the "Initial Period"); (ii) if the Form S-3 registration statement described in Section 2.3 below is filed and becomes effective during the Initial Period, then during the period that such Form S-3 registration statement remains effective (it being agreed and understood that the Company shall only be obligated to keep such Form S-3 registration statement effective for a period of twelve (12) months following the date of the last closing of the Offering) (the "Second Period"); (iii) after two years from the date of this Warrant, the final closing of the Offering; or (iiiv) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) . Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) . The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve twelve-month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.

Registration on Request. (a) Except as provided in subsection (b) If after the date of this Agreement the Company shall receive written notice (a "Registration Request") from any Holder (the "Requesting Holder") in accordance with Section 2.12(c), upon then the Company shall promptly, but in no event more than 10 days following the receipt of such request, deliver to all Holders and Shareholders with registration rights written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any notice of its directors or officers who are Holdersintention to file a registration statement under the Securities Act pursuant to such Registration Request and specify the manner of sale requested by the Requesting Holder pursuant to Section 2(b) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities Ordinary Shares proposed to be registered), included in the registration by the Company and the Requesting Holder. In the case of each Registration Request: (i) the Company shall, as expeditiously as reasonably possiblewithin the time period specified in Section 2(b) below, notify all other Holders of such request (and allowing them to participate therein)prepare, file and use its best efforts to effect cause to become effective as promptly as practicable a registration statement under the registration under tie Securities Act of relating to the Registrable Securities specified in the Registration Request and the Registrable Securities, if any, specified by each other Holder or Shareholder who notifies the Company in writing within 15 days of the notice from the Company of the Company's intention to file a registration statement pursuant to this Section 2(a) of its determination to have a specified number of Ordinary Shares included in the registration statement (together, for purposes of this Section 2, the "Relevant Securities"); (ii) the Company shall prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Holders which Relevant Securities covered by such registration statement; and (iii) the Company has been so requested to registershall keep such registration statement current and effective for such time not exceeding six months, for the purpose of selling or disposing of such Relevant Securities. (b) The Company shall not be obligated to take file such registration statement as promptly as practicable, but in any action to effect any registration requested by the Holders pursuant to subsection (a) above event within 60 days after receipt of a Registration Request; provided, however, that, (i) after two years from if the Board of Management determines, in its good faith judgment, that the registration and offering otherwise required by this Section 2 would have an adverse effect on a then contemplated public offering of the Company's equity securities, the Company may postpone the filing of a registration statement required by this Section 2, during the period starting with the 30th day immediately preceding the date of this Warrantthe anticipated filing of, or and ending on a date 135 days following the effective date of, the registration statement relating to such other public offering and (ii) after if the Company has effected one pending or in process a material transaction, the disclosure of which could, in the good faith judgment of the Board, reasonably be expected to materially and adversely affect the Company, the Company may postpone the filing (1but not the preparation) of a registration statement required by this Section 2 for up to 90 days; provided, that the Company shall at all times in good faith use its best efforts to cause any registration statement required by this Section 2 to be filed as soon as possible. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 2.1 and 2 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders such registration has been declared or ordered effectivea notice, the Holders shall have the right, within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of this Section 2. (c) A Registration Request may be made by any Holder at any time after such Holder acquires Registrable Securities; provided however, no Holder shall be entitled to submit a Registration Request until 6 months after the closing of any Public Offering relating to a Registration Request under this Section 2 and no Registration Request may be made by a Holder during the pendency of a Registration. Notwithstanding any other provision hereof anything contained herein to the contrary, (i) unless the aggregate requests by the Holder or Holders for such registration cover at least 10% of the number of Registrable Securities held by Holder on the date of this Agreement (as such number may be adjusted for stock splits, combinations and similar events); (ii) each Holder shall be entitled to make a total of six separate Registration Requests on forms other than a Form S-3, provided that each Holder may make an unlimited number of Registration Requests on Form S-3; and (iii) the Holders in any offering by majority vote based on the number of Ordinary Shares to be offered, shall be entitled to appoint the underwriters and to designate their respective roles in any offering under this Section 2 as well as to approve the syndicate structure for any such offering, in each case with the approval of the Company, such approval not to be unreasonably withheld. No registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration 2 shall be deemed to have been effected for purposes of this Section 2(c) unless (i) it has been declared effective by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registrationCommission, (ii) if after it has become remained effective for the period set forth in Section 2(a)(iii), and (iii) the offering of the Registrable Securities pursuant to such registration is interfered with by not subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating HolderCommission. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall will pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration of Registrable Securities effected by it pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from 2. (e) If the Company managing underwriter of a Public Offering to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected be made under this Section 2.1 for 2 should recommend that the number of Registrable Securities to be included in such offering would be likely to have an adverse effect on the offering, after the exclusion of all securities by Shareholders that are not a period party to this Agreement, then the Holders shall reduce the Registrable Securities to be included in the offering on a pro rata basis based on the total number of thirty (30) days following Registrable Securities requested by each Holder to be included therein. Notwithstanding anything contained herein to the contrary, if a determination is made under this Section 2(e), the effect of which is to limit the number of Registrable Securities to be included in an offering by any Holder, such effective dateHolder will not be deemed to have made a Registration Request.