Common use of Registration Upon Request Clause in Contracts

Registration Upon Request. (a) At any time beginning 180 days after the date hereof, the Majority Holders may request by written notice (a "Demand Notice") to the Company that the Company effect the registration under the Securities Act of a number of Registrable Securities at least equal to 5% of the shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction").

Registration Upon Request. (a) At any time beginning on the date that is 180 days after the closing date of the Company's initial public offering, Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) of the then-outstanding Registrable Securities, from time to time, shall be entitled (subject to Section 12 hereof, the Majority Holders may ) to make a written request by written notice (a "Demand Notice") to the Company requesting that the Company effect the registration under the Securities Act of a number of Registrable Securities with a market value of at least equal to 5% twenty million dollars ($20,000,000) on the date of the shares of the Common Stock then outstandingsuch request, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this AgreementRegistrable Securities; provided, however, that such a demand (a "Registration Demand") may not be made more than four (4) times in the request for registration aggregate and may not be made more than once in any twelve-month period; and provided further, the Registration Demand shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration that a Registration Demand will be deemed made unless by the Selling Holders reimburse if the Company for its reasonable expenses Registration Statement was withdrawn due to a material adverse change in connection with such Registration Statementgeneral market conditions or in the Company's business of which the Holder(s) or that provided the Demand Notice were aware at the time the Demand Notice was provided), (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iiiii) the number of Registrable Securities requested to be included in the registration is reduced by 1525% or more pursuant to Section 2.1(c), and, in each case, the Registration Expenses (other than Indirect Expenses) are paid by the Holders. Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date of such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in total. (b) Upon receipt of such requesta Registration Demand, the Company shall, as soon as practicableis reasonably practicable (but in any event within 60 days of the date of the Demand Notice), prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its reasonable best efforts to cause such Registration Statement to become effectiveeffective as soon as is reasonably practicable. (c) In connection with any Registration Statement filed in response to such requesta Demand Notice, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to so advises the Selling Holders a written opinion Company that the number of shares Shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would may be materially and adversely affected and(in terms of the offering price of the offering), accordingly, then the total number of shares to be included in the Registration Statement is shall be reduced to the amount recommended by such underwriter, then underwriter and (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of if, at the time a Demand Notice) to the person(s) who delivered the Demand NoticeNotice is received, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of the date of delivery of the Demand Notice, ; or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might have a material adverse effect on the Company or interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at that time, the Company shall be entitled, upon delivery of written notice no later than twenty (20) days after delivery of the Demand Notice to the person(s) who delivered the Demand Notice, to postpone filing of the Registration Statement and/or withhold efforts to cause the Registration Statement to become effective for a reasonable period of time (not to exceed the right to delay is exercised shorter of 120 days or the Company's termination of consideration of a Company Offering, or completion or other resolution of the events described in clause (a "Transaction"ii) of this Section 1.1(d); provided, however, that such deferral may not be utilized more than once in any twelve (12) month period.

Registration Upon Request. (a) At any time beginning 180 days commencing on the date hereof and continuing thereafter, each Stockholder (any such Stockholder, whether registering securities pursuant to this Section 3.1 or Section 3.2, shall be referred to as a "Registering Stockholder") shall have the right to make written demand upon the Company, on not more than five separate occasions (subject to the provisions of this Section 3.1), to register under the Securities Act, any common stock or other securities of the Company held by it (the securities subject to such demand hereunder or subject to the provisions of Section 3.2 being referred to in each case as the "Subject Securities"), and the Company shall use its best efforts to cause such securities to be registered under the Securities Act as soon as reasonably practicable so as to permit the sale thereof promptly; provided that each such demand shall cover at least ________ shares of Common Stock (subject to adjustment for stock splits, reverse stock splits, stock dividends and similar events after the date hereof). In connection therewith, the Majority Holders may request by written notice (Company shall prepare, and as soon as reasonably practicable but in no event later than 90 days of the receipt of the request, file, on Form S-3 if permitted or otherwise on the appropriate form, a "Demand Notice") to the Company that the Company effect the registration statement under the Securities Act of a number of Registrable Securities at least equal to 5% of the shares of the Common Stock then outstanding, stating effect such registration. Such registration shall be effected in accordance with the intended method or methods of disposition specified by the Registering Stockholders (including, but not limited to, an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act). Each Registering Stockholder agrees to provide all such information and materials and to take all such action as may be reasonably required in order to permit the Company to comply with all applicable requirements of the Securities Act and the SEC and to obtain any desired acceleration of the effective date of such sharesregistration statement. The registration rights contemplated by this Section 2.1 may If the offering to be exercised only three (3) times registered is to be underwritten, the managing underwriter shall be selected by the Majority Holders Registering Stockholders and shall be reasonably satisfactory to the Company. Notwithstanding the foregoing, the Company (i) shall not be obligated to prepare or file more than one registration statement other than for purposes of a stock option or other employee benefit or similar plan during any twelve-month period, (ii) shall be entitled to postpone for a reasonable period of time (but in no event later than 60 days), the term filing of this Agreement; providedany registration statement otherwise required to be prepared and filed by the Company if (A) the Company is, howeverat such time, conducting or about to conduct an underwritten public offering of securities and is advised by its managing underwriter or underwriters in writing (with a copy to the Registering Stockholders), that such offering would, in its or their opinion, be materially adversely affected by the registration so requested, or (B) the Company determines in its reasonable judgment and in good faith that the registration and distribution of the Subject Securities would interfere with any announced or imminent material financing, acquisition, disposition, corporate reorganization or other material transaction of a similar type involving the Company. In the event of such postponement, the Registering Stockholders shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of the notice of postponement (and, in the event of such withdrawal, such request shall -------- ------- not be deemed made if either counted for purposes of determining the number of registrations to which the Registering Stockholders are entitled pursuant to this Section 3.1). (ib) The Company shall not grant to any other holder of its securities, whether currently outstanding or issued in the Registration Statement does not become effective future, any incidental or piggyback registration rights with respect to any registration statement filed pursuant to a demand registration under this Section 3.1 and without the Securities Act (including without limitation if prior consent of the Selling Holders withdraw the Registration StatementRegistering Stockholders, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for will not itself, and will not permit any other holder of its reasonable expenses securities to, participate in any offering made pursuant to a demand registration under this Section 3.1. The Company may grant to other holders of its securities incidental or piggyback registration rights on a primary offering by the Company which are no more favorable to such holders than the provisions set forth in Section 3.2 are to the Stockholders. If the Registering Stockholders consents to the inclusion of offers and sales of any other securities in a registration pursuant to this Section 3.1 and the underwriter(s) retained in connection with such Registration Statementregistration subsequently advise the Registering Stockholders that such offering would be adversely affected by the inclusion of such other securities, the Registering Stockholders may in their sole discretion exclude all or some of such securities from such registration. (c) or a Any registration requested by any Registering Stockholder pursuant to this Section 3.1 shall not be deemed to have been effected (and, therefore, not requested for purposes of this Section 3.1), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order interferes or prevents requirement of the contemplated method of distribution SEC or (ii) other governmental agency or court for any reason other than a misrepresentation or an omission by the number of Registrable Registering Stockholders and, as a result thereof, the Subject Securities requested to be included registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration is reduced by 15% statement or more (iii) if the closing pursuant to the purchase agreement or underwriting agreement entered into in connection with such registration does not occur. Any registration effected pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement 3.2 shall not include any shares be deemed to be offered have been requested by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to a Registering Stockholder for purposes of this Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each)3.1. (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction").

Registration Upon Request. (a) At any time beginning 180 days after June 30, 1996, Shareholder shall have the right to make written demand upon the Company, on not more than eight (8) separate occasions (subject to the provisions of this Section 5.1), to register under the Securities Act, the Common Stock, the Preferred Shares, the shares of Common Stock received by Shareholder pursuant to the conversion of the Preferred Shares and any additional Preferred Shares or shares of Common Stock which Shareholder may have acquired after the date hereof, the Majority Holders may request by written notice (a "Demand Notice") hereof to the Company that extent such additional shares were acquired by Shareholder in compliance with the terms of this Agreement (the shares subject to such demand hereunder being referred to as the "Subject Stock"), and the Company effect the registration shall use its reasonable efforts to cause such shares to be registered under the Securities Act of a number of Registrable Securities at least equal as soon as reasonably practicable so as to 5% of permit the shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreementsale thereof; provided, however, that each such demand shall cover at least five hundred thousand (500,000) shares of Subject Stock constituting Preferred Shares or one million (1,000,000) shares of Subject Stock constituting shares of Common Stock (subject to adjustment for stock splits, reverse stock splits, stock dividends and similar events after the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(cdate hereof). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such requestIn connection therewith, the Company shall, as soon expeditiously as practicablepossible, prepare and file a Registration Statement with the SEC on an appropriate form Commission, a registration statement under the Securities Act with respect to all of the Registrable Securities that Holders of effect such securities have requested that the Company registerregistration, and use its best reasonable efforts to cause such Registration Statement registration statement to become effective. and remain effective for at least ninety (c90) In connection days. Shareholder agrees to provide all such information and materials and to take all such action as may be reasonably required in order to permit the Company to comply with all applicable requirements of the Securities Act and the Commission and to obtain any Registration Statement filed in response desired acceleration of the effective date of such registration statement. If the offering to such requestbe registered is to be underwritten, the managing underwriter shall be selected by Shareholder and shall be reasonably satisfactory to the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing and Shareholder and such underwriter of such offering reasonably determines in good faith shall enter into an underwriting agreement containing customary terms and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) conditions. Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company (i) shall not be obligated to prepare or file more than one such registration statement during any twelve (12) month period, (ii) shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed but in no event more than one hundred-twenty (120) days) the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion filing of any Transaction (as defined below), as registration statement otherwise required to be prepared and filed by the case may be) Company if (ix) the Company is contemplating filing a registration statement in connection with the is, at such time, conducting or about to conduct an underwritten public offering of securities and is advised by its securities (a "Company Offering") within 90 days of delivery of managing underwriter or underwriters that such offering would, in its or their opinion, be adversely affected by the Demand Noticeregistration so requested, or (iiy) the Company determines in good faith that a the registration pursuant to and distribution of the Demand Notice might shares of Subject Stock would interfere with any existing or adversely affect proposed financing, acquisition, disposition, corporate reorganization or other transaction of a similar type involving the negotiations or completion Company. In the event of any transaction that is being contemplated by the Company at the time such postponement, Shareholder shall have the right to delay withdraw the request for registration by giving written notice to the Company within ten (10) days after receipt of the notice of postponement (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of registrations to which Shareholder is exercised (a "Transaction"entitled pursuant to this Section 5.1).

Registration Upon Request. (a) At Ashland shall have the right to make a written demand upon the issuer or, in the case of any time beginning 180 days after Marathon Debt Securities issued by Marathon and guaranteed by USX, issuers of any class of Securities delivered or to be delivered to Ashland as payment of any portion of the date hereofAshland Put Price (both parties hereinafter referred to collectively as the “Issuer”), the Majority Holders may request by written notice on not more than six separate occasions (a "Demand Notice") subject to the Company that the Company effect the registration provisions of this Section 10.01), to either, at Ashland’s option, (i) register under the Securities Act all or a portion of such Securities for purposes of a number public offering by Ashland of Registrable such Securities or (ii) prepare an Offering Memorandum that covers all or a portion of such Securities for purposes of a private placement by Ashland of such Securities (either of such requests being referred to herein as a “Demand Registration”) that were not registered under the Securities Act at least the time of issuance thereof to Ashland on the Closing Date or Installment Payment Date, as the case may be, and the Issuer shall use its best efforts to file a Registration Statement and cause such Securities to be registered under the Securities Act (in the case of a Demand Registration for a public offering) or to prepare a final Offering Memorandum (in the case of a Demand Registration for a private placement) (i) in the case of any Securities to be delivered to Ashland on the Closing Date or any Installment Payment Date, not later than the Scheduled Closing Date or applicable Scheduled Installment Payment Date or (ii) in the case of any Securities that have been delivered to Ashland on the Closing Date or any Installment Payment Date, in each case not later than 60 days after such written demand by Ashland; provided that each Demand Registration shall cover Securities having an aggregate fair market value (based on the then-current market value of such Securities or, if such market value cannot be determined, based on the expected offering price of such Securities) equal to 5% (i) in the case of a public offering, $100 million or more, unless Ashland shall hold less than $100 million of Securities, in which event, the remaining Securities held by Ashland and (ii) in the case of a private placement, $25 million or more, unless Ashland shall hold less than $25 million of Securities, in which event, the remaining Securities held by Ashland. (b) Notwithstanding the provisions of Section 10.01(a), the Issuer (i) shall not be obligated to prepare or file more than one Registration Statement pursuant to this Section 10.01 during any six month period (measured from the effective date (or, in the case of a private placement, the closing date) of the shares most recently requested Demand Registration to the date of the Common Stock then outstandingdemand by Ashland for a subsequent Demand Registration) and (ii) shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by it pursuant to Section 10.01(a), stating and to prevent Ashland from initially distributing any Offering Memorandum required to be prepared by the intended method Issuer pursuant to Section 10.01(a), in each case (x) if the Issuer is actively pursuing an Underwritten Public Offering, for a period of disposition up to 90 days following the closing of any Underwritten Public Offering; provided that the Issuer is advised by its managing underwriter or underwriters in writing (with a copy to Ashland), that the price at which securities would be offered in such offering would, in its or in their opinion, be materially adversely affected by the registration or the initial dissemination of the Offering Memorandum so requested, or (y) for a period of up to 90 days if the Issuer determines in its reasonable judgment and in good faith that the registration and distribution of such shares. The registration rights Securities (or the private placement thereof, in the case of a sale by Ashland of such securities pursuant to Section 4(2) or Rule 144A of the Securities Act) would materially adversely impair or interfere with in any material respect any contemplated by this Section 2.1 may be exercised only three material financing, acquisition, disposition, corporate reorganization or other similar transaction involving the Issuer or any of its subsidiaries or Affiliates (3(x) times by the Majority Holders during the term of this Agreement; or (y) being hereinafter referred to as a “Blackout Period”), provided, however, that the aggregate number of days included in all Blackout Periods during any consecutive 12 months shall not exceed 180 days, and; provided further, however, that a period of at least 30 days shall elapse between the termination of any Blackout Period and the commencement of the immediately succeeding Blackout Period. In the event of such postponement, Ashland shall have the right to withdraw such request for registration or request for preparation of an Offering Memorandum by giving written notice to the Issuer within 20 days after receipt of notice of postponement and, in the event of such withdrawal, such request shall -------- ------- not be counted for purposes of determining the number of Demand Registrations to which Ashland is entitled pursuant to Section 10.01(a). (c) A registration requested pursuant to this Section 10.01 shall not be deemed made if either to have been effected unless the Registration Statement relating thereto (i) the Registration Statement does not has become effective under the Securities Act and (including without limitation ii) has remained effective for a period of at least 90 days (or such shorter period in which all Securities included in such registration have actually been sold thereunder); provided, however, that if the Selling Holders withdraw the after any Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with Statement requested pursuant to this Section 10.01 becomes effective such Registration Statement) or a Statement is interfered with by any stop order, injunction or other order interferes or prevents requirement of the contemplated method Commission or other Governmental Authority solely due to the actions or omissions to act of distribution or (ii) the number Issuer prior to being effective for 90 days and less than 75% of Registrable the Securities requested to have been sold thereunder, such Registration Statement shall be included in at the registration is reduced by 15% or more sole expense of the Issuer and shall not constitute a Demand Registration. In addition, a request for the preparation of an Offering Memorandum pursuant to this Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, 10.01 shall not be deemed to have been effected unless the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities information contained in such registration. Offering Memorandum has remained “reasonably current” (b) Upon receipt of as such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form term is defined in Rule 144A under the Securities Act with respect to Act) for a period of at least 90 days (or such shorter period in which all of the Registrable Securities that Holders of covered by such securities Offering Memorandum have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be actually been sold by other stockholders of the Companythereunder); provided, however, that if such Offering Memorandum is interfered with by any stop order, injunction or other order or requirement of the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers Commission or other Governmental Authority solely due to the Selling Holders a written opinion that the number of shares otherwise actions or omissions to be included in the Registration Statement is such that the success act of the underwritten offering would be materially Issuer prior to such Offering Memorandum being made available to Ashland for 90 days and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all less than 75% of the Registrable Securities designated for sale by all Selling Holders participating in have been sold pursuant thereto, such Offering Memorandum shall be at the demand registration pursuant to Section 2.1(a), sole expense of the Registration Statement Issuer and shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each)constitute a Demand Registration. (d) Notwithstanding On or after the foregoingdate hereof, upon delivery the Issuer shall not grant to any other holder of written notice its securities, whether currently outstanding or issued in the future, any incidental or “piggy-back” registration rights with respect to any Registration Statement filed or Offering Memorandum prepared pursuant to a Demand Registration under this Section 10.01 and, without the prior consent of Ashland, will not permit any holder of its securities to participate in any offering or private placement made pursuant to a Demand Registration under this Section 10.01. (deliverable no later e) If a Demand Registration involves an Underwritten Public Offering and the managing underwriter or underwriters shall advise the Issuer and Ashland in writing that, in its view, the number of securities requested to be included in such registration (including, without limitation, Securities requested to be included by Ashland, securities which the Issuer proposes to be included, and securities proposed to be included by other holders of securities entitled to include securities in such registration pursuant to incidental or “piggy-back” registration rights other than 10 days after delivery those pursuant to this Article X (the “Other Holders”)) exceeds the largest number of shares of securities which can be sold without having an adverse effect on such offering, including the Demand Notice) price at which such securities can be sold (the “Maximum Offering Size”), the Issuer shall include in such registration, in the priority listed below, up to the person(sMaximum Offering Size: (i) who delivered the Demand Noticefirst, the Company shall all Securities requested to be entitled registered by Ashland; (ii) second, all securities requested to postpone filing of the Registration Statementbe included in such registration by any Other Holder (allocated, and may withhold efforts to cause the Registration Statement to become effectiveif necessary, for a reasonable period of time (the offering not to exceed the shorter Maximum Offering Size, pro rata among such Other Holders on the basis of 90 days the relative number of securities requested to be included in such registration); and (iii) third, any securities proposed to be registered by the Issuer or by any Other Holders pursuant to incidental or “piggy-back” registration rights. (f) Ashland may, at any time, prior to the effective date of the Registration Statement or the Company's termination initial distribution of consideration of the Offering Memorandum relating to such request, revoke such request by providing a Company Offering (as defined below) or completion of any Transaction (as defined below)written notice to the Issuer, in which case such request, as the case may be) if (i) the Company is contemplating filing so revoked, shall not constitute a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction")Registration.

Registration Upon Request. (a) At any time beginning 180 days after commencing on the date hereofhereof and continuing thereafter, Subscriber shall have the Majority Holders may request by right to make written notice demand upon Issuer, on not more than two separate occasions (a "Demand Notice") subject to the Company that the Company effect the registration provisions of this Section 5.01), to register under the Securities Act of a number of Registrable Securities at least equal to 5% of the Act, shares of the Series E Preferred Stock or shares of Common Stock then outstanding, stating received by Subscriber upon conversion or redemption of shares of Preferred Stock (such shares of Series E Preferred Stock and Common Stock being referred to as the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c"Subject Stock"). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and Issuer shall use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of registered under the CompanySecurities Act as soon as reasonably practicable so as to permit the sale thereof promptly; provided, however, that each such demand shall cover at least $40 million liquidation preference of Series E Preferred Stock (or any balance thereof exceeding $15 million) or 2 million shares of Common Stock (subject to adjustment for stock splits, reverse stock splits, stock dividends and similar events after the date hereof). In connection therewith, Issuer shall prepare, and within 120 days of the receipt of the request, file, on Form S-3 if permitted or otherwise on the -------- ------- appropriate form, a registration statement under the Securities Act to effect such registration. Subscriber agrees to provide all such information and materials and to take all such action as may be reasonably required in order to permit Issuer to comply with all applicable requirements of the Securities Act, the rules and regulations thereunder and the Securities and Exchange Commission (the "SEC") and to obtain any desired acceleration of the effective date of such registration statement. If the offering to be registered is to be underwritten, the managing underwriter of such offering shall be selected by Subscriber and shall be reasonably determines in good faith satisfactory to Issuer and delivers to Subscriber shall enter into an underwriting agreement containing customary terms and conditions. Notwithstanding the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected andforegoing, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then Issuer (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include be obligated to prepare or file more than one registration statement other than for purposes of a stock option or other employee benefit or similar plan during any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), twelve-month period and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed time, the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion filing of any Transaction registration statement otherwise required to be prepared and filed by Issuer if (as defined belowA) Issuer is, at such time, conducting or about to conduct an underwritten public offering of securities and is advised by its managing underwriter or underwriters in writing (with a copy to Subscriber), as that such offering would, in its or their opinion, be materially adversely affected by the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Noticeso requested, or (iiB) the Company Issuer determines in its reasonable judgment and in good faith that a the registration pursuant to and distribution of the Demand Notice might shares of Subject Stock would interfere with any announced or adversely affect imminent material financing, acquisition, disposition, corporate reorganization or other material transaction of a similar type involving Issuer. In the negotiations or completion event of any transaction that is being contemplated by the Company at the time such postponement, Subscriber shall have the right to delay withdraw the request for registration by giving written notice to Issuer within 20 days after receipt of the notice of postponement (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of registrations to which Subscriber is exercised entitled pursuant to this Section 5.01). Issuer shall not grant to any other holder of its securities, whether currently outstanding or issued in the future (a other than as provided in the Share Purchase Agreement dated as of April 15, 1992 among Issuer and the other parties thereto and the Exchange Agreement dated as of August 20, 1992 among the same parties, as presently in effect, relating to Issuer's former Series A Cumulative Convertible Preferred Stock and its New Series A Cumulative Convertible Preferred Stock (collectively, the "TransactionSeries A Agreements")), any incidental or piggyback registration rights with respect to any registration statement filed pursuant to a demand registration under this Section 5.01. Without the prior consent of Subscriber (other than as provided in the Series A Agreements), Issuer will not permit any other holder of its securities to participate in any offering made pursuant to a demand registration under this Section 5.01. In the event that Issuer does not redeem all of the then outstanding shares of Series D Preferred Stock pursuant to Section 4(b) of the Certificate of Designation of the Series D Preferred Stock (unless Subscriber shall have elected to convert any such shares following receipt of notice of redemption pursuant to Section 4(a) of such Certificate), (i) Subscriber shall be entitled to an additional demand right under the first sentence of this Section 5.01, subject to the minimum offering amounts requirement referred to above and (ii) Issuer shall, from time to time, at Subscriber's reasonable request, provide an opportunity for senior officers of Subscriber to meet with senior officers of Issuer to discuss the business and affairs of Issuer.

Registration Upon Request. (a) At any time beginning 180 days after Upon the date hereof, written request of the Majority Holders may request by written notice (a "Demand Notice") to the Company holder or holders of Registrable Securities requesting that the Company effect the registration under the Securities Act of all or part of the Registrable Securities held by such holder or holders and specifying the intended method or methods of disposition of such Registrable Securities, the Company shall promptly give written notice of such requested registration to all holders of Registrable Securities and thereupon shall use its best efforts to effect the registration under the Securities Act, as expeditiously as is reasonable, of: (i) the Registrable Securities that the Company has been so requested to register by such holder or holders, for disposition in accordance with the intended method of disposition stated in such request, and (ii) all other Registrable Securities that the Company has been requested to register by the holders of Registrable Securities by written request delivered to the Company within 15 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; provided, however, that: (A) the Company shall not be required to effect any registration pursuant to this Section 5.01 unless at the time of such request it shall then be a Public Company; (B) the Company shall not be required to effect any registration pursuant to this Section 5.01 prior to the first anniversary of the date hereof; (C) the Company shall not at any time be required to effect any registration pursuant to this Section 5.01 unless the requests from holders of Registrable Securities for such registration cover an aggregate number of shares of Registrable Securities at least equal to 520% of the outstanding shares of the Company Common Stock then outstanding, stating issued as consideration pursuant to the intended method of disposition of such shares. The Merger Agreement; (D) if the Company has effected a registration rights contemplated by pursuant to this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Notice5.01, the Company shall notify all other Holders and offer not be required to them effect another registration pursuant to this Section 5.01 until a period of 12 months shall have elapsed from the opportunity effective date of the initial registration pursuant to include their Registrable Securities in such registration.this Section 5.01; and (bE) Upon receipt with respect to any registration statement filed, or to be filed, pursuant to this Section 5.01, if the Board of Directors of the Company determines that, in its judgment, it would (because of the existence of, or in anticipation of, any material acquisition involving the Company or any of its subsidiaries or any material financing activity, or the unavailability for reasons substantially beyond the Company's control of any required financial statements, or any other event or condition the disclosure of which would, in the reasonable opinion of the Board of Directors of the Company,(1) be materially disadvantageous to the Company or any of its subsidiaries taken as a whole or (2) jeopardize the consummation of any such requestacquisition or financing activity) be significantly disadvantageous (a "Disadvantageous Condition") for such a registration statement to become effective, or to be maintained effective, the Company shall, as soon as practicablenotwithstanding any other provision of this Article V, prepare be entitled, upon the giving of a written notice (a "Delay Notice") to such effect to each holder of Registrable Securities included or to be included in such registration statement, to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated or, in the event no registration statement has yet been filed, shall be entitled not to file a Registration Statement with any such registration statement, until, in the SEC on an appropriate form under judgment of the Board of Directors of the Company, such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the holders of Registrable Securities Act with respect to all of the Registrable Securities that Holders of which any such securities registration statement has been filed, or was to have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Companybeen filed); provided, however, that if in no event shall the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers Company be permitted to the Selling Holders a written opinion that the number of shares otherwise delay registration pursuant to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then this Section (i) unless for a period exceeding 120 consecutive days or (ii) during any 12 month period of time following the Registration Statement includes termination of any delay period; and provided, further, that a holder of Registrable Securities may withdraw any registration request made under this Section 5.01 in the event that such request is delayed as permitted by the preceding clause for a period exceeding 45 days, in which event the registration request will not count for purposes of the limit set forth in paragraph (b) of this Section 5.01. Upon receipt of any notice of the existence of a Disadvantageous Condition, such holders of Registrable Securities selling such securities pursuant to an effective registration statement shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by the Company, each such holder of Registrable Securities shall deliver to the Company all copies, other than permanent file copies then in such holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice, and, in the event that no registration statement has yet been filed, all drafts of the prospectus covering such Registrable Securities. Notwithstanding the foregoing provisions of this subparagraph (E), no registration statement filed and subsequently withdrawn by reason of any existing or anticipated Disadvantageous Condition as hereinabove provided shall count as the registration statement referred to in the limitation in Section 5.01(b), or count against the limitations in Section 5.01(a)(ii)(E). (b) Anything herein to the contrary notwithstanding, the Company shall not be obligated to file more than two effective registration statements pursuant to this Section 5.01, each of which shall allow for the distribution of Registrable Securities for at least 90 days and both of which must occur within three years from the date hereof; provided, however, that such three years will be extended for that amount of time that one or more registration statement are delayed pursuant to Section 5.01(a)(ii)(E). In the event a registration statement under this Section 5.01 does not remain effective for a period of 90 days or for such lesser period of time necessary to permit the distribution of all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration registered pursuant to Section 2.1(a)a holder's request, then the Registration Statement request shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all count for purposes of the Registrable Securities designated for sale by such Selling Holders, limit set forth in this paragraph (b). (c) The Company shall pay all Registration Expenses in connection with the number registration of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held effected by each)it pursuant to this Section 5.01. (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in In connection with the any underwritten offering with respect to which holders of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a Registrable Securities shall have requested registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time this Section 5.01, such holders shall have the right to delay is exercised (a "Transaction")select the managing underwriter with respect to such offering; provided, however, if such holders select as managing underwriter any institution other than Xxxxxxx Xxxxx Xxxxxx, Credit Suisse First Boston Corporation, Xxxxxxx Xxxxx & Co. or Xxxxxx Xxxxxxx & Co. Incorporated then such selection of managing underwriter shall require the consent of the Company, which shall not be unreasonably withheld.

Registration Upon Request. (a) At any time beginning 180 days after the date hereof, the Majority Holders may request by written notice (a "Demand Notice") to the Company that the Company effect the registration under the Securities Act of a number of Registrable Securities at least equal to 5% of the shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective.. 66 (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction").

Registration Upon Request. (a) At Ashland shall have the right to make a written demand upon the issuer or, in the case of any time beginning 180 days after Marathon Debt Securities issued by Marathon and guaranteed by USX, issuers of any class of Securities delivered or to be delivered to Ashland as payment of any portion of the date hereofAshland Put Price (both parties hereinafter referred to collectively as the "Issuer"), the Majority Holders may request by written notice on not more than six separate occasions (a "Demand Notice") subject to the Company that the Company effect the registration provisions of this Section 10.01), to either, at Ashland's option, (i) register under the Securities Act all or a portion of such Securities for purposes of a number public offering by Ashland of Registrable such Securities or (ii) prepare an Offering Memorandum that covers all or a portion of such Securities for purposes of a private placement by Ashland of such Securities (either of such requests being referred to herein as a "Demand Registration") that were not registered under the Securities Act at least the time of issuance thereof to Ashland on the Closing Date or Installment Payment Date, as the case may be, and the Issuer shall use its best efforts to file a Registration Statement and cause such Securities to be registered under the Securities Act (in the case of a Demand Registration for a public offering) or to prepare a final Offering Memorandum (in the case of a Demand Registration for a private placement) (i) in the case of any Securities to be delivered to Ashland on the Closing Date or any Installment Payment Date, not later than the Scheduled Closing Date or applicable Scheduled Installment Payment Date or (ii) in the case of any Securities that have been delivered to Ashland on the Closing Date or any Installment Payment Date, in each case not later than 60 days after such written demand by Ashland; provided that each Demand Registration shall cover Securities having an aggregate fair market value (based on the then-current market value of such Securities or, if such market value cannot be determined, based on the expected offering price of such Securities) equal to 5% (i) in the case of a public offering, $100 million or more, unless Ashland shall hold less than $100 million of Securities, in which event, the remaining Securities held by Ashland and (ii) in the case of a private placement, $25 million or more, unless Ashland shall hold less than $25 million of Securities, in which event, the remaining Securities held by Ashland. (b) Notwithstanding the provisions of Section 10.01(a), the Issuer (i) shall not be obligated to prepare or file more than one Registration Statement pursuant to this Section 10.01 during any six month period (measured from the effective date (or, in the case of a private placement, the closing date) of the shares most recently requested Demand Registration to the date of the Common Stock then outstandingdemand by Ashland for a subsequent Demand Registration) and (ii) shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by it pursuant to Section 10.01(a), stating and to prevent Ashland from initially distributing any Offering Memorandum required to be prepared by the intended method Issuer pursuant to Section 10.01(a), in each case (x) if the Issuer is actively pursuing an Underwritten Public Offering, for a period of disposition up to 90 days following the closing of any Underwritten Public Offering; provided that the Issuer is advised by its managing underwriter or underwriters in writing (with a copy to Ashland), that the price at which securities would be offered in such offering would, in its or in their opinion, be materially adversely affected by the registration or the initial dissemination of the Offering Memorandum so requested, or (y) for a period of up to 90 days if the Issuer determines in its reasonable judgment and in good faith that the registration and distribution of such shares. The registration rights Securities (or the private placement thereof, in the case of a sale by Ashland of such securities pursuant to Section 4(2) or Rule 144A of the Securities Act) would materially adversely impair or interfere with in any material respect any contemplated by this Section 2.1 may be exercised only three material financing, acquisition, disposition, corporate reorganization or other similar transaction involving the Issuer or any of its subsidiaries or Affiliates (3(x) times by the Majority Holders during the term of this Agreement; or (y) being hereinafter referred to as a "Blackout Period"), provided, however, that the aggregate number of days included in all Blackout Periods during any consecutive 12 months shall not exceed 180 days, and; provided further, however, that a period of at least 30 days shall elapse between the termination of any Blackout Period and the commencement of the immediately succeeding Blackout Period. In the event of such postponement, Ashland shall have the right to withdraw such request for registration or request for preparation of an Offering Memorandum by giving written notice to the Issuer within 20 days after receipt of notice of postponement and, in the event of such withdrawal, such request shall -------- ------- not be counted for purposes of determining the number of Demand Registrations to which Ashland is entitled pursuant to Section 10.01(a). (c) A registration requested pursuant to this Section 10.01 shall not be deemed made if either to have been effected unless the Registration Statement relating thereto (i) the Registration Statement does not has become effective under the Securities Act and (including without limitation ii) has remained effective for a period of at least 90 days (or such shorter period in which all Securities included in such registration have actually been sold thereunder); provided, however, that if the Selling Holders withdraw the after any Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with Statement requested pursuant to this Section 10.01 becomes effective such Registration Statement) or a Statement is interfered with by any stop order, injunction or other order interferes or prevents requirement of the contemplated method Commission or other Governmental Authority solely due to the actions or omissions to act of distribution or (ii) the number Issuer prior to being effective for 90 days and less than 75% of Registrable the Securities requested to have been sold thereunder, such Registration Statement shall be included in at the registration is reduced by 15% or more sole expense of the Issuer and shall not constitute a Demand Registration. In addition, a request for the preparation of an Offering Memorandum pursuant to this Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, 10.01 shall not be deemed to have been effected unless the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities information contained in such registration. Offering Memorandum has remained "reasonably current" (b) Upon receipt of as such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form term is defined in Rule 144A 66 under the Securities Act with respect to Act) for a period of at least 90 days (or such shorter period in which all of the Registrable Securities that Holders of covered by such securities Offering Memorandum have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be actually been sold by other stockholders of the Companythereunder); provided, however, that if such Offering Memorandum is interfered with by any stop order, injunction or other order or requirement of the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers Commission or other Governmental Authority solely due to the Selling Holders a written opinion that the number of shares otherwise actions or omissions to be included in the Registration Statement is such that the success act of the underwritten offering would be materially Issuer prior to such Offering Memorandum being made available to Ashland for 90 days and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all less than 75% of the Registrable Securities designated for sale by all Selling Holders participating in have been sold pursuant thereto, such Offering Memorandum shall be at the demand registration pursuant to Section 2.1(a), sole expense of the Registration Statement Issuer and shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each)constitute a Demand Registration. (d) Notwithstanding On or after the foregoingdate hereof, upon delivery the Issuer shall not grant to any other holder of written notice its securities, whether currently outstanding or issued in the future, any incidental or "piggy-back" registration rights with respect to any Registration Statement filed or Offering Memorandum prepared pursuant to a Demand Registration under this Section 10.01 and, without the prior consent of Ashland, will not permit any holder of its securities to participate in any offering or private placement made pursuant to a Demand Registration under this Section 10.01. (deliverable no later e) If a Demand Registration involves an Underwritten Public Offering and the managing underwriter or underwriters shall advise the Issuer and Ashland in writing that, in its view, the number of securities requested to be included in such registration (including, without limitation, Securities requested to be included by Ashland, securities which the Issuer proposes to be included, and securities proposed to be included by other holders of securities entitled to include securities in such registration pursuant to incidental or "piggy-back" registration rights other than 10 days after delivery those pursuant to this Article X (the "Other Holders")) exceeds the largest number of shares of securities which can be sold without having an adverse effect on such offering, including the Demand Notice) price at which such securities can be sold (the "Maximum Offering Size"), the Issuer shall include in such registration, in the priority listed below, up to the person(sMaximum Offering Size: (i) who delivered the Demand Noticefirst, the Company shall all Securities requested to be entitled registered by Ashland; (ii) second, all securities requested to postpone filing of the Registration Statementbe included in such registration by any Other Holder (allocated, and may withhold efforts to cause the Registration Statement to become effectiveif necessary, for a reasonable period of time (the offering not to exceed the shorter Maximum Offering Size, pro rata among such Other Holders on the basis of 90 days the relative number of securities requested to be included in such registration); and (iii) third, any securities proposed to be registered by the Issuer or by any Other Holders pursuant to incidental or "piggy-back" registration rights. (f) Ashland may, at any time, prior to the effective date of the Registration Statement or the Company's termination initial distribution of consideration of the Offering Memorandum relating to such request, revoke such request by providing a Company Offering (as defined below) or completion of any Transaction (as defined below)written notice to the Issuer, in which case such request, as the case may be) if (i) the Company is contemplating filing so revoked, shall not constitute a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction")Registration.

Registration Upon Request. (a) At any time beginning 180 days after Upon the date hereof, written request of the Majority Holders may request by written notice (a "Demand Notice") to holder or holders of at least 25% of the Company Registrable Shares then outstanding requesting that the Company effect the registration under the Securities 1933 Act of a number all or part of the Registrable Shares held by such holder or holders and specifying the intended method or methods of disposition of such Registrable Shares, the Company will promptly give written notice of such requested registration to all holders of Registrable Securities at least equal Shares and thereupon will use its best efforts to 5% effect the registration under the 1933 Act, as expeditiously as is reasonable, of: (i) the Registrable Shares that the Company has been so requested to register by such holder or holders, for disposition in accordance with the intended method of disposition stated in such request; and (ii) all other Registrable Shares that the shares Company has been requested to register by the holders of Registrable Shares by written request delivered to the Common Stock then outstanding, stating Company within 20 Business Days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may Registrable Shares), 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 exercised only three (3) times by the Majority Holders during the term of this Agreementregistered; provided, however, that: (A) the request for registration Company shall -------- ------- not be deemed made if either required to effect any registration pursuant to this Section 5.1, unless it shall already be a Public Company; (iB) the Registration Statement does Company shall not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for at any time be required to effect any registration will be deemed made pursuant to this Section 5.1 unless the Selling Holders reimburse the Company requests from holders of Registrable Shares for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the registration cover an aggregate number of Registrable Securities requested Shares with an aggregate market value on the date of the initial request for such registration of at least $5 million; (C) the Company shall not be required to effect a registration pursuant to this Section 5.1, other than with a registration statement on Form S-3 or a similar short-form registration statement, within a period of 12 months after the effective date of any other registration statement relating to any registration request under this Section 5.1 or to any registration of which prior notice shall have been given to all holders of outstanding Registrable Shares pursuant to Section 5.3 that was not effected with a registration statement on Form S-3 or a similar short-form registration statement; (D) if the Company shall have previously effected a registration pursuant to this Section 5.1 or shall have previously effected a registration of which prior notice shall have been given to all holders of outstanding Registrable Shares pursuant to Section 5.3, the Company shall not be required to effect a registration pursuant to this Section 5.1 until a period of 6 months shall have elapsed from the effective date of the most recent such registration; and (E) with respect to any registration statement filed, or to be filed, pursuant to this Section 5.1, if the Board of Directors determines that, in its judgment, it would (because of the existence of plans or negotiations regarding any material acquisition involving, or the sale or recapitalization of, the Company or any of its subsidiaries or any material financing activity, or the existence of material non-public information about the Company, or the unavailability of any required financial statements, or any other event or condition of similar significance to the Company and its subsidiaries, taken as a whole) be significantly disadvantageous (a "DISADVANTAGEOUS CONDITION") to the Company and its Affiliates, taken as a whole, for such a registration statement to become effective, or to be maintained effective, the Company shall, notwithstanding any other provision of this Section 5, be entitled, upon the giving of a written notice (a "DELAY NOTICE") to such effect to each holder of Registrable Shares included or to be included in such registration statement, to cause such registration statement to be withdrawn and the effectiveness of such registration is reduced by 15% or more pursuant statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to Section 2.1(c). Within five file any such registration statement, until, in the judgment of the Board of Directors, such Disadvantageous Condition no longer exists (5) business days after receipt notice of a Demand Notice, which the Company shall notify all other Holders and offer promptly deliver to them the opportunity holders of Registrable Shares with respect to include their which any such registration statement has been filed, or was to have been filed), but in no event for longer than 90 days after the date of the Delay Notice. Upon receipt of any notice of the existence of a Disadvantageous Condition, such holders of Registrable Securities Shares selling securities pursuant to an effective registration statement will forthwith discontinue use of the prospectus contained in such registrationregistration statement and, if so directed by the Company, each such holder of Registrable Shares will deliver to the Company all copies of the prospectus then covering such Registrable Shares current at the time of receipt of such notice, and, in the event no registration statement has yet been filed, all drafts of the prospectus covering such Registrable Shares. Notwithstanding the foregoing provisions of this subparagraph (E), no registration statement filed and subsequently withdrawn by reason of any existing or anticipated Disadvantageous Condition as hereinabove provided shall count as one of the two (2) registration statements referred to in the limitation in Section 5.1 (b), or count against the limitation in Section 5.1(a)(ii)(C) or 5.1(a)(ii)(D). The Company may not give a Delay Notice more than once in any period of 12 consecutive months. (b) Upon receipt of such requestAnything herein to the contrary notwithstanding, the Company shall, as soon as practicable, prepare and shall not be obligated to file a Registration Statement with more than two registration statements pursuant to this Section 5.1 that are initiated by the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effectiveSecurityholders. (c) In The Company shall pay all Registration Expenses in connection with any Registration Statement filed two registrations of Registrable Shares effected by it that are initiated by the Securityholders in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration each case pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each)this 5.1. (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) In connection with any firm commitment underwriting pursuant to the person(s) who delivered the Demand Noticethis Section 5.1, the Company shall be entitled to postpone filing of will not register securities for sale for the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion account of any Transaction (as defined below), as the case may be) if (i) Persons other than the Company is contemplating filing a registration statement in and holders of Registrable Shares. (e) In connection with the any underwritten offering with respect to which holders of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a Registrable Shares shall have requested registration pursuant to this Section 5.1, the Demand Notice might interfere with or adversely affect holders of a majority of the negotiations or completion of any transaction that is being contemplated by the Company at the time Registrable Shares participating in such offering shall have the right to delay is exercised (a "Transaction")select the managing underwriter with respect to such offering.

Registration Upon Request. (a) At any time beginning 180 days after the date hereof, the Majority Holders may request by written notice (a "Demand Notice") to the Company that the Company effect the registration under the Securities Act of a number of Registrable Securities at least equal to 5% of the shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction").

Registration Upon Request. (a) At any time beginning on the later of the date that is 180 days after the date hereof, the Majority Holders may request by written notice (a "Demand NoticeDEMAND NOTICE") to the Company that the Company effect the registration under the Securities Act of a number of Registrable Securities at least equal to 5% of the shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made by the Majority Holders unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c); and provided further that such a demand may not be exercised more than once in any twelve-month period (subject to the same exception set forth in the previous proviso). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best commercially reasonable efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company OfferingCOMPANY OFFERING") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "TransactionTRANSACTION"); provided, however, that such deferral may not be utilized more than once in any twelve (12) month period.

Registration Upon Request. (a) At any time beginning 180 days after Upon written request of the date hereofHolder as provided hereunder given prior to January 21, 1999, the Majority Holders may request by written notice Company will, on a one time basis after (six months), promptly proceed to file a "Demand Notice") Registration Statement or, at the Holder's election, an Offering Circular pursuant to the Company that the Company effect the registration Regulation A under the Securities Act of a number of Registrable Securities at least equal to 5% 1933, covering the offering and sale of the Common Stock purchased or purchasable by the Holder under the terms of this Warrant, at the Holder's option, (i) by the Company to the Holder, and/or (ii) by the Holder in a public distribution as described in the request. At the earliest possible date following such request the Company will diligently proceed to use its best efforts to (x) have such Registration Statement or Offering Circular become effective with the SEC, and (y) have such Common Stock, or the offer and sale thereof, registered or qualified in such states as may be reasonably requested by the Holder. The Company will provide Xxxxxx's counsel with reasonable opportunities to review and comment on, and otherwise participate in, the preparation of such Registration Statement or Offering Circular. (b) Notwithstanding anything to the contrary herein, and except where the Company in its sole discretion otherwise permits, no request under this Section 6 shall be effective unless made in writing by any one or more of the Holders of the Warrants (and/or shares of Common Stock issued upon exercise of such Warrants) covering more than 55,000 shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, subject to adjustment as provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c4 hereof). Within five (5) business days after receipt Upon effectiveness of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with or Offering Circular which covers the SEC on an appropriate form under the Securities Act with respect to all offer and sale of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold purchased or purchasable upon the exercise of this Warrant in accordance with a valid request by other stockholders Holders of the Company; providedWarrants under this Section 6, howeverthe rights under this Warrant of any and all Holders to make such request or election shall terminate. The Company will mail to the record Holder, that if at the -------- ------- managing underwriter last known post office address, written notice of any exercise of the rights granted under this Section 6, by certified mail, and each Holder shall have thirty (30) days from the date of deposit of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included notice in the Registration Statement U.S. Mail to notify the Company in writing whether such Holder wishes to join in such exercise. Each purchaser or transferee of a portion of this Warrant is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares responsible to be included in the Registration Statement is reduced to the amount recommended determine whether his rights under this Section 6 have been terminated by such underwriter, then (i) unless the Registration Statement includes an exercise. Any Warrants issued upon transfers subsequent to such an exercise shall have all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to provisions under this Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each)6 deleted. (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction").

Registration Upon Request. (a) At Ashland shall have the -------------------------- right to make a written demand upon the issuer or, in the case of any time beginning 180 days after Marathon Debt Securities issued by Marathon and guaranteed by USX, issuers of any class of Securities delivered or to be delivered to Ashland as payment of any portion of the date hereofAshland Put Price (both parties hereinafter referred to collectively as the "Issuer"), the Majority Holders may request by written notice on not more than six separate occasions (a "Demand Notice") subject to the Company that the Company effect the registration ------ provisions of this Section 10.01), to either, at Ashland's option, (i) register under the Securities Act all or a portion of such Securities for purposes of a number public offering by Ashland of Registrable such Securities or (ii) prepare an Offering Memorandum that covers all or a portion of such Securities for purposes of a private placement by Ashland of such Securities (either of such requests being referred to herein as a "Demand Registration") that were not registered under ------------------- the Securities Act at least the time of issuance thereof to Ashland on the Closing Date or Installment Payment Date, as the case may be, and the Issuer shall use its best efforts to file a Registration Statement and cause such Securities to be registered under the Securities Act (in the case of a Demand Registration for a public offering) or to prepare a final Offering Memorandum (in the case of a Demand Registration for a private placement) (i) in the case of any Securities to be delivered to Ashland on the Closing Date or any Installment Payment Date, not later than the Scheduled Closing Date or applicable Scheduled Installment Payment Date or (ii) in the case of any Securities that have been delivered to Ashland on the Closing Date or any Installment Payment Date, in each case not later than 60 days after such written demand by Ashland; provided that each -------- Demand Registration shall cover Securities having an aggregate fair market value (based on the then-current market value of such Securities or, if such market value cannot be determined, based on the expected offering price of such Securities) equal to 5% (i) in the case of a public offering, $100 million or more, unless Ashland shall hold less than $100 million of Securities, in which event, the remaining Securities held by Ashland and (ii) in the case of a private placement, $25 million or more, unless Ashland shall hold less than $25 million of Securities, in which event, the remaining Securities held by Ashland. (b) Notwithstanding the provisions of Section 10.01(a), the Issuer (i) shall not be obligated to prepare or file more than one Registration Statement pursuant to this Section 10.01 during any six month period (measured from the effective date (or, in the case of a private placement, the closing date) of the shares most recently requested Demand Registration to the date of the Common Stock then outstandingdemand by Ashland for a subsequent Demand Registration) and (ii) shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by it pursuant to Section 10.01(a), stating and to prevent Ashland from initially distributing any Offering Memorandum required to be prepared by the intended method Issuer pursuant to Section 10.01(a), in each case (x) if the Issuer is actively pursuing an Underwritten Public Offering, for a period of disposition up to 90 days following the closing of any Underwritten Public Offering; provided -------- that the Issuer is advised by its managing underwriter or underwriters in writing (with a copy to Ashland), that the price at which securities would be offered in such offering would, in its or in their opinion, be materially adversely affected by the registration or the initial dissemination of the Offering Memorandum so requested, or (y) for a period of up to 90 days if the Issuer determines in its reasonable judgment and in good faith that the registration and distribution of such shares. The registration rights Securities (or the private placement thereof, in the case of a sale by Ashland of such securities pursuant to Section 4(2) or Rule 144A of the Securities Act) would materially adversely impair or interfere with in any material respect any contemplated by this Section 2.1 may be exercised only three material financing, acquisition, disposition, corporate reorganization or other similar transaction involving the Issuer or any of its subsidiaries or Affiliates (3(x) times by the Majority Holders during the term of this Agreement; or (y) being hereinafter referred to as a "Blackout Period"), provided, however, that the --------------- -------- ------- aggregate number of days included in all Blackout Periods during any consecutive 12 months shall not exceed 180 days, and; provided further, however, that a ---------------- ------- period of at least 30 days shall elapse between the termination of any Blackout Period and the commencement of the immediately succeeding Blackout Period. In the event of such postponement, Ashland shall have the right to withdraw such request for registration or request for preparation of an Offering Memorandum by giving written notice to the Issuer within 20 days after receipt of notice of postponement and, in the event of such withdrawal, such request shall -------- ------- not be counted for purposes of determining the number of Demand Registrations to which Ashland is entitled pursuant to Section 10.01(a). (c) A registration requested pursuant to this Section 10.01 shall not be deemed made if either to have been effected unless the Registration Statement relating thereto (i) the Registration Statement does not has become effective under the Securities Act and (including without limitation ii) has remained effective for a period of at least 90 days (or such shorter period in which all Securities included in such registration have actually been sold thereunder); provided, however, that if the Selling Holders withdraw the after any Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with Statement requested pursuant -------- ------- to this Section 10.01 becomes effective such Registration Statement) or a Statement is interfered with by any stop order, injunction or other order interferes or prevents requirement of the contemplated method Commission or other Governmental Authority solely due to the actions or omissions to act of distribution or (ii) the number Issuer prior to being effective for 90 days and less than 75% of Registrable the Securities requested to have been sold thereunder, such Registration Statement shall be included in at the registration is reduced by 15% or more sole expense of the Issuer and shall not constitute a Demand Registration. In addition, a request for the preparation of an Offering Memorandum pursuant to this Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, 10.01 shall not be deemed to have been effected unless the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities information contained in such registration. Offering Memorandum has remained "reasonably current" (b) Upon receipt of as such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form term is defined in Rule 144A 66 under the Securities Act with respect to Act) for a period of at least 90 days (or such shorter period in which all of the Registrable Securities that Holders of covered by such securities Offering Memorandum have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be actually been sold by other stockholders of the Companythereunder); provided, however, that if the such Offering Memorandum is -------- ------- managing underwriter interfered with by any stop order, injunction or other order or requirement of such offering reasonably determines in good faith and delivers the Commission or other Governmental Authority solely due to the Selling Holders a written opinion that the number of shares otherwise actions or omissions to be included in the Registration Statement is such that the success act of the underwritten offering would be materially Issuer prior to such Offering Memorandum being made available to Ashland for 90 days and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all less than 75% of the Registrable Securities designated for sale by all Selling Holders participating in have been sold pursuant thereto, such Offering Memorandum shall be at the demand registration pursuant to Section 2.1(a), sole expense of the Registration Statement Issuer and shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each)constitute a Demand Registration. (d) Notwithstanding On or after the foregoingdate hereof, upon delivery the Issuer shall not grant to any other holder of written notice its securities, whether currently outstanding or issued in the future, any incidental or "piggy-back" registration rights with respect to any Registration Statement filed or Offering Memorandum prepared pursuant to a Demand Registration under this Section 10.01 and, without the prior consent of Ashland, will not permit any holder of its securities to participate in any offering or private placement made pursuant to a Demand Registration under this Section 10.01. (deliverable no later e) If a Demand Registration involves an Underwritten Public Offering and the managing underwriter or underwriters shall advise the Issuer and Ashland in writing that, in its view, the number of securities requested to be included in such registration (including, without limitation, Securities requested to be included by Ashland, securities which the Issuer proposes to be included, and securities proposed to be included by other holders of securities entitled to include securities in such registration pursuant to incidental or "piggy-back" registration rights other than 10 days after delivery those pursuant to this Article X (the "Other ----- Holders")) exceeds the largest number of shares of securities which can be sold ------- without having an adverse effect on such offering, including the Demand Notice) price at which such securities can be sold (the "Maximum Offering Size"), the Issuer shall --------------------- include in such registration, in the priority listed below, up to the person(sMaximum Offering Size: (i) who delivered the Demand Noticefirst, the Company shall all Securities requested to be entitled registered by Ashland; (ii) second, all securities requested to postpone filing of the Registration Statementbe included in such registration by any Other Holder (allocated, and may withhold efforts to cause the Registration Statement to become effectiveif necessary, for a reasonable period of time (the offering not to exceed the shorter Maximum Offering Size, pro rata among such Other Holders on the basis of 90 days the relative number of securities requested to be included in such registration); and (iii) third, any securities proposed to be registered by the Issuer or by any Other Holders pursuant to incidental or "piggy-back" registration rights. (f) Ashland may, at any time, prior to the effective date of the Registration Statement or the Company's termination initial distribution of consideration of the Offering Memorandum relating to such request, revoke such request by providing a Company Offering (as defined below) or completion of any Transaction (as defined below)written notice to the Issuer, in which case such request, as the case may be) if (i) the Company is contemplating filing so revoked, shall not constitute a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction")Registration.

Registration Upon Request. (ai) At any time, and from time beginning 180 days after to time, commencing with the date hereof, earlier to occur of (i) the Majority Holders may request by written notice first anniversary of the Effective Date and (a ii) the consummation of an initial public offering of the Company ("Demand NoticeIPO") and ending on the earlier to occur of (i) the Company first date there are no Qualified Holders (as hereinafter defined) and (ii) the fifth anniversary of the Effective Date (the "Effective Period"), upon the written request of one or more Qualified Holders that the Company effect the registration under the Securities Act of a number of Registrable Securities Securities, which, in the aggregate, constitute at least equal to 520% of the shares of the outstanding Common Stock then outstandingon the date of such request for registration hereunder, stating the intended method of Company shall use its best efforts to register under the Securities Act (a "Demand Registration"), as expeditiously as may be practicable, the Registrable Securities which the Company has been requested to register, all to the extent required to permit the disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times Registrable Securities in accordance with the methods intended by the Majority Holders during the term of this Agreementsellers thereof; provided, however, that no Qualified Holder(s) shall be permitted to exercise a Demand Registration within 120 days after the request effective date of any registration statement for registration shall -------- ------- not be deemed made if either equity securities of the Company (other than on Form S-4 or Form S-8 or any successor or similar form) or such longer time as is specified in paragraph (i) of Subsection 3(b) hereof. (ii) The Company shall not be required to comply with any Demand Registration if less than 1,000,000 Shares which are Registrable Securities are proposed to be registered and the Company shall not in any event be required to effect more than two Demand Registrations pursuant to this Subsection 3(a) during the Effective Period. An exercise of a Demand Registration Statement does right will not become count as the use of such right unless the registration statement to which it relates is declared effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become remains effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction").

Registration Upon Request. (a) At any time beginning on the date that is 180 days after the date hereof, the Majority Holders may request by written notice (a "Demand NoticeDEMAND NOTICE") to the Company that the Company effect the registration under the Securities Act of a number of Registrable Securities at least equal to 5% of the shares of the Common Stock then outstandingoutstanding (including the Series D Preferred Stock calculated proforma on an "as converted to Common Stock" basis), stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three four (34) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made by the Majority Holders unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c); and provided further that such a demand may not be exercised more than once in any twelve-month period (subject to the same exception set forth in the previous proviso). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as reasonably practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best commercially reasonable efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion confirms in writing that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company OfferingCOMPANY OFFERING") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "TransactionTRANSACTION"); provided, however, that such deferral may not be utilized more than once in any twelve (12) month period.

Registration Upon Request. (a) At any time beginning on the later of the date that is 180 days after the date hereof, the Majority Holders may request by written notice (a "Demand NoticeDEMAND NOTICE") to the Company that the Company effect the registration under the Securities Act of a number of Registrable Securities at least equal to 5% of the shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; providedPROVIDED, howeverHOWEVER, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made by the Majority Holders unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c); and PROVIDED FURTHER that such a demand may not be exercised more than once in any twelve-month period (subject to the same exception set forth in the previous proviso). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best commercially reasonable efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; providedPROVIDED, howeverHOWEVER, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company OfferingCOMPANY OFFERING") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "TransactionTRANSACTION"); PROVIDED, HOWEVER, that such deferral may not be utilized more than once in any twelve (12) month period.

Registration Upon Request. (a) At any time beginning 180 days after Promptly upon the date hereof, the Majority Holders may written request by written notice (a "Demand Notice"i) to ------------------------- the Company that the Company effect the registration under the Securities Act holders of a number of Registrable Securities at least equal to 525% of the shares Shares at the time outstanding (measured based upon the number of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3equivalents) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number either of Registrable Securities requested X.X. Xxxxxx Investment Corporation ("Xxxxxx") or Oracle Corporation ("Oracle"), made at any time or from time to be included time, and, in the registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business any event, within 60 days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and shall file a Registration Statement with the SEC on an appropriate form registration statement under the Securities Act with respect covering all Shares that any holders of Shares desire to all of the Registrable Securities that Holders of such securities have requested that the Company register, register and shall use its best efforts to cause such Registration Statement registration statement to become effective. (c) In connection with effective as soon as practicable. The Company shall promptly notify any Registration Statement filed holders of Shares other than those requesting the registration and afford them the opportunity of including in response the registration such Shares owned by them as they shall specify in a written notice delivered to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders Company within 30 days after their receipt of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success 's notice of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all proposed filing of the Registrable Securities designated for sale by all Selling Holders participating registration statement. No other persons (including the Company) shall be entitled to include any securities in the demand any registration pursuant to Section 2.1(a), this Paragraph 1 without the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all consent of a majority in interest of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) participating holders. Subject to the person(s) who delivered the Demand Noticenext sentence of this paragraph, the Company shall not be entitled required to postpone filing effect more than four registrations (exclusive of registrations on Form S-3, or a successor form) pursuant to this Paragraph 1, and shall not be required to effect more than one registration during any six month period pursuant to this Paragraph 1; provided, -------- however, that unless 90% or more of the Registration StatementShares which the holders thereof seek to ------- register pursuant to this paragraph 1 are registered in a particular registration, such registration shall not be deemed a registration for purposes of the limitation set forth in this sentence. The Company shall be required to effect two registrations demanded by Xxxxxx and two registrations demanded by Oracle of which three may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or be counted toward the Company's termination obligation to effect four registrations under the previous sentence of consideration this paragraph. In addition, the Company shall not be required to effect any registration pursuant to this Paragraph 1 until the earlier to occur of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the completion by the Company is contemplating filing a registration statement in connection with the of at least one public offering of its securities (a "Company Offering") within 90 days of delivery other than an offering solely to employees of the Demand Notice, Company and its subsidiaries) or (ii) October 1, 1995, provided -------- that the Company determines proposed offering price of the Shares to be registered is at least $1,500,000 (or $500,000 in good faith that the case of a registration pursuant to the Demand Notice might interfere with on Form S-3, or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction"successor form).

Registration Upon Request. Subject to the conditions, limitations, restrictions and provisions set forth in Sections 2.2, 2.4 and 2.5 hereof, the Required Investors may, at any time or from time to time from and after the earlier to occur of (a) At the closing of the Corporation's initial public offering and (b) March 17, 2002, notify the Corporation in writing that such Required Investors desire the Corporation to cause all or any time beginning 180 days after number of the date hereof, the Majority Holders may request Registrable Shares held by written notice (a "Demand Notice") such Required Investors to the Company that the Company effect the registration be registered under the Securities Act of a number of Registrable Securities at least equal Act, pursuant to 5% of this Section 2.1, for sale to the shares of public. Such written notice by the Common Stock then outstanding, stating Required Investors shall specify the intended method of disposition of such sharesRegistrable Shares. The registration rights contemplated by Upon receipt of such written notice from the Required Investors, the Corporation shall promptly notify in writing all other Investors that it has received such written notice from the Required Investors, and such other Investors shall have a period of twenty (20) business days following receipt of such written notice from the Corporation to notify the Corporation in writing whether such other Investors, or any of them, desire to have any of their Registrable Shares registered under the Securities Act, pursuant to this Section 2.1 may be exercised only three (3) times 2.1, for sale to the public. Thereafter, subject to the conditions, limitations, restrictions and provisions set forth below in Sections 2.3, 2.6 and 2.7 hereof and subject to compliance by the Majority Holders during Required Investors with the term conditions, limitations, restrictions and provisions of Sections 2.2, 2.4 and 2.5 hereof in making any request pursuant to this Agreement; provided, howeverSection 2.1, the request for Corporation shall, promptly following the expiration of such twenty (20) business day period, prepare and file, and use best efforts to prosecute to effectiveness, an appropriate filing with the Commission of a registration shall -------- ------- not statement covering all of those Registrable Shares that the Required Investors and such other Investors (collectively, with the Required Investors who gave notice under this Section 2.1, the "Requesting Investors") have requested to be deemed made if either (i) the Registration Statement does not become effective registered under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to this Section 2.1(c)2.1. Within five (5) business days after receipt Subject to the provisions of a Demand NoticeSection 2.3 hereof, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, Corporation may include a primary offering of in any registration pursuant to this Section 2.1 additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in for its own account or for the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion account of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction")other Person.

Registration Upon Request. (a) At Promptly upon the written request by the holders of a majority of the Shares, as one group, made at any time beginning 180 or from time to time, and, in any event, within 90 days after the date hereof, the Majority Holders may request by written notice (a "Demand Notice") to the Company that the Company effect the registration under the Securities Act of a number of Registrable Securities at least equal to 5% of the shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shallshall use its reasonable efforts to file a registration statement under the United States Securities Act of 1933 and the rules and regulations thereunder, all as amended from time to time (collectively, the "Act"), covering all Shares that any Preferred Shareholders desire to register, and shall use its reasonable efforts to cause such registration statement to become effective as soon as practicable. The Company shall promptly notify any Preferred Shareholders who are then holders of Shares, prepare other than those requesting the registration, and file afford them the opportunity of including in the registration such Shares owned by them as they shall specify in a Registration Statement with the SEC on an appropriate form under the Securities Act with respect written notice delivered to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders within 30 days after their receipt of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success 's notice of the underwritten offering would proposed filing. No other persons shall be materially and adversely affected and, accordingly, entitled to include any securities in any registration pursuant to this Section 1 without the total number consent of shares to be included a majority in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all interest of the Registrable Securities designated for sale by all Selling Holders Investors participating in the demand registration. The Company shall not be required to effect more than an aggregate of two registrations pursuant to this Section 1, shall not be required to effect more than one registration during any 12-month period pursuant to this Section 1, and shall not be required to effect any registration for any Preferred Shareholder who could dispose of all of its Shares within 12 months without registration pursuant to Section 2.1(a), Rule 144 promulgated under the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand NoticeAct. In addition, the Company shall not be entitled required to postpone filing effect any registration pursuant to this Section 1 prior to the second anniversary of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period closing of time (not to exceed the shorter of 90 days or the Company's termination first public offering of consideration of a its securities registered under the Act. The Company Offering (as defined below) or completion of any Transaction (as defined below), as shall have the case may be) if (i) the Company is contemplating right to defer filing a registration statement under the Act pursuant to this Section 1 not more than once in connection with any 12-month period if the offering of its securities (a "Company Offering") within 90 days of delivery Board of the Demand Notice, or (ii) Directors of the Company determines in good faith shall determine that a registration pursuant it would be seriously detrimental to the Demand Notice might interfere with or adversely affect Company to file such registration statement at the negotiations or completion of any transaction that is being contemplated by date the filing would otherwise be required under this Agreement, in which case the Company at the time the right shall have an additional period of not more than 120 days within which to delay is exercised (a "Transaction")file such registration statement.

Registration Upon Request. Subject to the provisions herein, (ai) At at any time beginning 180 days commencing on the Closing Date and continuing thereafter, holders of a majority in aggregate principal amount of the Notes (such holders being referred to as the "Note Holders"), holders of a majority of the Warrants determined by reference to the number of shares of Common Stock for which such Warrants are exercisable (such holders being referred to as the "Warrant Holders") and, after April 30, 2001 holders of a majority of the Management Warrants determined by reference to the number of shares of Common Stock for which such Management Warrants are exercisable (such holders being referred to as the "Management Warrant Holders") shall have the right to make written demand upon Newco, on not more than three separate occasions (and may not effect more than one registration each 120 days) for each of the Note, the Warrant and the Management Warrant (subject to the provisions of this Section 2.1) (the Note, Warrant and Management Warrant being referred to as the "Subject Obligations"), to register under the 1933 Act, the portion of the Note, the Warrant or the Management Warrant (but in the case of the Management Warrant, to register the portion of the number of shares of Common Stock for which such Management Warrant is exercisable in lieu of the Management Warrant) held by such Note Holders, Warrant Holders or Management Warrant Holders, as the case may be (the "Demanding Holders"), and (ii) at any time after the earlier of (A) six months following the closing of an initial public offering of Common Stock or (B) the second anniversary of the Closing Date, but no later than May 25, 2007, holders of a majority of the outstanding Class A Common Stock that was outstanding as of the date hereofof this Agreement whether held by the original holders or by the transferees of such Class A Common Stock from such holders (so long as any such transferee provides evidence reasonably satisfactory to Newco that such transfer is permitted under all applicable federal and state securities laws and under the Shareholders Agreement referred to in the Sale Agreement) or, if all Class A Common Stock shall have been converted into Common Stock without designation as to class, a majority of the Majority Holders may request number of outstanding shares of Common Stock into which such Class A Common Stock outstanding as of the date of this Agreement shall have been converted whether held by written notice the original holders or by transferees of such Class A Common Stock from such holders (a so long as any such transferee provides evidence reasonably satisfactory to Newco that such transfer is permitted under all applicable federal and state securities laws and under the Shareholders Agreement referred to in the Sale Agreement) ("Demand NoticeDemanding Shareholders") shall have the right to make written demand upon Newco, on not more than two separate occasions (subject to the Company that the Company effect the provisions of this Section 2.1) but may make unlimited demands for registration on Form S-3, if permitted, to register under the Securities 1933 Act of a number of Registrable Securities at least equal to 5% of the shares of the Common Stock then outstanding, stating held by such shareholders in such amount that such shareholders request to be registered (such Subject Obligations and Common Stock being referred to as the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement"Subject Securities"), provided in case of such withdrawal the request for that they may not effect more than one registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company registereach 120 days, and Newco shall use its best efforts to cause such Registration Statement securities to become effective. (c) In connection with any Registration Statement filed be registered under the 1933 Act and take all other action reasonably necessary under state law or regulation as soon as reasonably practicable so as to permit the sale thereof promptly, provided further that, notwithstanding anything in response this Agreement to such requestthe contrary, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company Subject Obligations or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below)Subject Securities, as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant shall cease to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right be subject to delay is exercised (a "Transaction").this Section 2.1 and Section

Registration Upon Request. (a) At From and after the first anniversary of the date of effectiveness of this Agreement, Parent shall have the right to make written demand upon the Company, on not more than five separate occasions (subject to the provisions of this Section 5.1), to register under the 1933 Act (i) shares of Redeemable Preferred Stock, (ii) shares of Common Stock issued to Shareholder pursuant to the Share Purchase Agreement, acquired upon conversion of the Convertible Preferred Stock, or acquired in accordance with Section 6.1 of this Agreement or (iii) at any time beginning 180 days after December 16, 1999, shares of Convertible Preferred Stock (the shares subject to such demand hereunder being referred to as the "Subject Stock"), and the Company shall use its best efforts to cause such shares to be registered under the 1933 Act as soon as reasonably practicable so as to permit the sale thereof promptly; provided that each such demand shall cover at least (A) $50,000,000 liquidation preference of Redeemable Preferred Stock, (B) $100,000,000 liquidation preference of Convertible Preferred Stock or (C) 5,000,000 shares of Common Stock, in the case of the first such demand relating to Common Stock, or 2,500,000 shares of Common Stock in any subsequent demand relating to Common Stock (subject in each case to adjustment for stock splits, reverse stock splits, stock dividends and similar events after the date hereof), as the Majority Holders case may request by written notice (a "Demand Notice") to the Company that the Company effect the registration under the Securities Act of a number of Registrable Securities at least equal to 5% of the shares of the Common Stock then outstanding, stating the intended method of disposition of such sharesbe. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in In connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Noticetherewith, the Company shall notify all other Holders and offer to them as promptly as practicable prepare, file (on Form S-3 if permitted or otherwise on the opportunity to include their Registrable Securities in such registration. (bappropriate form) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effectiveeffective a registration statement under the 1933 Act to effect such registration. Parent and Shareholder agree to provide all such information and materials and to take all such action as may be reasonably required in order to permit the Company to comply with all applicable requirements of the 1933 Act and the Commission and to obtain any desired acceleration of the effective date of such registration statement. (b) Notwithstanding the provisions of Section 5.1(a) and 5.1(c), the Company (i) shall not be obligated to prepare or file more than one registration statement pursuant to this Section 5.1 during any 12-month period and (ii) shall be entitled to postpone the filing of any registration statement otherwise required to be prepared and filed by the Company pursuant to Section 5.1(a) (A) for a period of up to 60 days following completion of any underwritten public offering of securities contemplated by the Company prior to receipt of a demand for registration hereunder, provided that the Company is advised by its managing underwriter or underwriters in writing (with a copy to Shareholder), that the price at which securities would be offered in such offering would, in its or their opinion, be materially adversely affected by the registration so requested, or (B) for a period of up to 135 days if the Company determines in its reasonable judgment and in good faith that the registration and distribution of the shares of Subject Stock would impair or interfere with in any material respect any contemplated material financing, acquisition, disposition, corporate reorganization or other similar transaction or other material corporate development involving the Company or any of its subsidiaries or Affiliates or would require premature disclosure thereof, and such disclosure is not practicable in the Company's reasonable judgment in light of the facts and circumstances then existing or would impair or interfere with in any material respect such transaction or would otherwise materially adversely affect the Company. In the event of such postponement, Parent shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of notice of postponement and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of registrations to which Parent is entitled pursuant to this Section 5.1. (c) In connection with addition to the rights of Parent set forth in Section 5.1(a), if at any Registration Statement filed in response time the Company shall exercise its right pursuant to such request, paragraph (5)(d) of the Company, at its option, may include a primary offering Certificate of additional Designation of Rights and Preferences for the Convertible Preferred Stock to deliver shares of Common Stock and/or may include in lieu of cash in payment of the redemption price for any shares of Convertible Preferred Stock, Parent shall have the right, exercisable within 30 days following receipt of notice of such redemption for Common Stock, to make an additional written demand upon the Company to register under the 1933 Act any or all shares of Common Stock received in connection with such redemption, and the Company shall use its best efforts to cause such shares to be sold by other stockholders of registered under the Company; provided1933 Act as soon as reasonably practicable so as to permit the sale thereof promptly, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers subject to the Selling Holders a written opinion that the number provisions of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each5.1(b). (d) Notwithstanding Except in accordance with the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery provisions of the Demand NoticeAmended and Restated Investment Agreement (the "Yasuda Agreement") to dated as of November 5, 1992, between the person(s) who delivered the Demand NoticeCompany and The Yasuda Mutual Life Insurance Company ("Yasuda"), the Company shall be entitled not grant to postpone filing any other holder of its securities, whether currently outstanding or issued in the Registration Statementfuture, and may withhold efforts any incidental or piggyback registration rights with respect to cause any registration statement filed pursuant to a demand registration under this Section 5.1 and, except as aforesaid with respect to the Registration Statement to become effectiverights of Yasuda, for a reasonable period without the prior consent of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below)Parent, as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering will not permit any holder of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines other than Yasuda to participate in good faith that a registration any offering made pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction")demand registration under this Section 5.1.

Registration Upon Request. (a) At any time beginning 180 days after Upon the date hereof, written request of the Majority Holders may request by written notice (a "Demand Notice") to the Company holder or holders of Registrable Shares that are MSCP Securityholders or Co-Investors requesting that the Company effect the registration under the Securities 1933 Act of a number of Registrable Securities at least equal to 5% all or part of the shares of the Common Stock then outstanding, stating Registrable Shares held by such holder or holders and specifying the intended method or methods of disposition of such shares. The Registrable Shares (including pursuant to Rule 415 under the 1933 Act), the Company will promptly give written notice of such requested registration rights contemplated to all holders of Registrable Shares and thereupon will use its best efforts to effect the registration under the 1933 Act, as expeditiously as is reasonable, of: (i) the Registrable Shares that the Company has been so requested to register by this Section 2.1 may be exercised only three such holder or holders, for disposition in accordance with the intended method or methods of disposition stated in such request; and (3ii) times all other Registrable Shares that the Company has been requested to register by the Majority Holders during holders of Registrable Shares by written request delivered to the term Company within 20 Business Days after the giving of this Agreementsuch written notice by the Company (which request shall specify the intended method or methods of disposition of such Registrable Shares), all to the extent requisite to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of the Registrable Shares so to be registered; provided, however, the request for registration shall -------- ------- not be deemed made if either that: (iA) the Registration Statement does Company shall not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for at any time be required to effect any registration will be deemed made pursuant to this Section 4.1 unless the Selling Holders reimburse the Company requests from holders of Registrable Shares for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the registration cover an aggregate number of Registrable Securities requested Shares with an aggregate market value on the date of the initial request for such registration of at least (1) $50 million, in the case of a request involving a Public Offering, or (2) $15 million in the case of any other public offering; (B) the Company shall not be required to effect a registration pursuant to this Section 4.1, other than with a registration statement on Form S-3 or a similar short-form registration statement, within a period of 12 months after the effective date of any other registration statement relating to any registration request under this Section 4.1 or to any registration of which prior notice shall have been given to all holders of outstanding Registrable Shares pursuant to Section 4.2 that was not effected with a registration statement on Form S-3 or a similar short-form registration statement; (C) if the Company shall have previously effected a registration pursuant to this Section 4.1 or shall have previously effected a registration of which prior notice shall have been given to all holders of outstanding Registrable Shares pursuant to Section 4.2, the Company shall not be required to effect a registration pursuant to this Section 4.1 until a period of six months shall have elapsed from the effective date of the most recent such registration; and (D) with respect to any registration statement filed, or to be filed, pursuant to this Section 4.1, if the Board of Directors determines that, in its judgment, it would (because of the existence of plans or negotiations regarding any material acquisition involving, or the sale or recapitalization of, the Company or any of its subsidiaries or any material financing activity, or the existence of material non-public information about the Company, or the unavailability of any required financial statements, or any other event or condition of similar significance to the Company and its subsidiaries, taken as a whole) be significantly disadvantageous (a "Disadvantageous Condition") to the Company and its Affiliates, taken as a whole, for such a registration statement to become effective, or to be maintained effective, the Company shall, notwithstanding any other provision of this Article IV, be entitled, upon the giving of a written notice (a "Delay Notice") to such effect to each holder of Registrable Shares included or to be included in such registration statement, to cause such registration statement to be withdrawn and the effectiveness of such registration is reduced by 15% or more pursuant statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to Section 2.1(c). Within five file any such registration statement, until, in the judgment of the Board of Directors, such Disadvantageous Condition no longer exists (5) business days after receipt notice of a Demand Notice, which the Company shall notify all other Holders and offer promptly deliver to them the opportunity holders of Registrable Shares with respect to include their which any such registration statement has been filed, or was to have been filed), but in no event for longer than 180 days after the date of the Delay Notice. Upon receipt of any notice of the existence of a Disadvantageous Condition, such holders of Registrable Securities Shares selling securities pursuant to an effective registration statement will forthwith discontinue use of the prospectus contained in such registrationregistration statement and, if so directed by the Company, each such holder of Registrable Shares will deliver to the Company all copies, other than permanent file copies then in such holder's possession, of the prospectus then covering such Registrable Shares current at the time of receipt of such notice, and, in the event no registration statement has yet been filed, all drafts of the prospectus covering such Registrable Shares. Notwithstanding the foregoing provisions of this subparagraph (D), no registration statement filed and subsequently withdrawn by reason of any existing or anticipated Disadvantageous Condition as hereinabove provided shall count as one of the six registration statements referred to in Section 4.1(b), or count against the limitation in Section 4.1(a)(ii)(B) or 4.1(a)(ii)(C). The Company may not give a Delay Notice more than once in any period of 12 consecutive months. (b) Upon receipt of such requestAnything herein to the contrary notwithstanding, the Company shallshall not be obligated to file more than four registration statements pursuant to this Section 4.1 that are initiated by the MSCP Securityholders, and two registration statements pursuant to this Section 4.1 that is initiated by the Co-Investors; provided, however, no registration statement filed pursuant to this Article IV shall count as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all one of the registration statements referred to in this Section 4.1(b) unless sales of Registrable Securities that Holders of such securities Shares registered thereunder shall have requested that the Company register, and use its best efforts to cause such Registration Statement to become effectivebeen consummated. (c) In The Company shall pay all Registration Expenses in connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders each of the Company; provided, however, that if the -------- ------- managing underwriter registrations of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended Registrable Shares effected by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration it pursuant to this Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each)4.1. (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) In connection with any firm commitment underwriting pursuant to the person(s) who delivered the Demand Noticethis Section 4.1, the Company shall be entitled to postpone filing of will not register securities for sale for the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion account of any Transaction (as defined below), as the case may be) if (i) Persons other than the Company is contemplating filing a registration statement in and holders of Registrable Shares. (e) In connection with the any underwritten offering with respect to which holders of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a Registrable Shares shall have requested registration pursuant to this Section 4.1, the Demand Notice might interfere with or adversely affect holders of a majority of the negotiations or completion of any transaction that is being contemplated by the Company at the time Registrable Shares participating in such offering shall have the right to delay is exercised (a "Transaction")select the managing underwriter with respect to such offering.

Registration Upon Request. (a) At If, at any time beginning 180 days after the date hereofClosing Date and prior to the third anniversary of the Closing Date, the Majority Holders may request by written notice (a "Demand Notice") Investor is or is deemed to be an “affiliate” of the Company that within the meaning of Rule 144(a)(1) under the Securities Act, upon the written request of the Investor, the Company effect the registration shall use its reasonable best efforts to register under the Securities Act of a number of Registrable Securities at least equal to 5% all or any portion of the shares Shares held by the Investor for sale in the manner specified in such notice, provided that the reasonably anticipated aggregate price to the public of such offering shall exceed $1,000,000. The Company shall prepare a registration statement (a “Demand Registration Statement”) on Form S-3 or such other appropriate or available registration form of the Common Stock then outstandingSecurities and Exchange Commission (“SEC”), stating utilizing Rule 415 to the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective extent possible under the Securities Act (including without limitation if the Selling Holders withdraw the so requested, with respect to any Demand Registration Statement. The Company shall not be required to effect more than one Demand Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop orderprovided, injunction or other order interferes or prevents the contemplated method of distribution or (ii) however that if the number of Registrable Securities shares requested by the Investor to be included in the registration is Demand Registration Statement has been reduced by 15% twenty-five percent (25%) or more pursuant to Section 2.1(c5.1(d). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer be required to them effect one additional Demand Registration Statement if so requested in accordance with this clause (a), provided, further, that in the opportunity case of any such reduction, the Company shall not be required to include their Registrable Securities effect more than two (2) Demand Registration Statements in such registrationthe aggregate. (b) Upon Following receipt of such requestany notice under paragraph (a) above, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all may also register for sale for its own account or that of other security holders such additional shares of the Registrable Securities that Holders of such securities have requested that the Company registerCompany’s capital stock as it shall desire, and use its best efforts subject to cause such Registration Statement to become effectiveparagraph (d) below. (c) In connection with any registration pursuant to this Section 5.1, if and when the Company is required by the provisions of paragraph (a) to register the Shares, the Company shall: (i) subject to receipt of necessary information from the Investor after prompt request from the Company to provide such information, prepare and file with the SEC, within thirty (30) days after receiving appropriate notice from the Investor as provided for in (a) above, a Demand Registration Statement to enable the resale of the Shares by the Investor; provided, that if the terms of the underwriting agreement executed in connection with any registration pursuant to Section 5.1 or 5.2 prohibit the Company from filing any Demand Registration Statement, the Company shall have the right to delay such filing for the required period, which period shall not exceed ninety (90) days; (ii) use its reasonable best efforts to cause the Demand Registration Statement to become effective as promptly as practicable after the initial filing thereof with the SEC and, in any event, within seventy five (75) days of the request provided by the Investor to the Company pursuant to Section 5.1(a) or, in the event of a review of the Demand Registration Statement by the SEC, within one hundred fifty (150) days of the request provided by the Investor to the Company pursuant to Section 5.1(a) (the date such Demand Registration Statement is initially declared effective by the SEC, the “Effective Date”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the SEC in such period any financial statements that are required to be filed in response prior to the effectiveness of such Demand Registration Statement; and (iii) use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to such requestDemand Registration Statement, as appropriate, and the prospectus used in connection therewith as may be necessary to keep such Demand Registration Statement current, effective and free from any material misstatement or omission to state a material fact for a period not exceeding, with respect to the Shares, the earliest of (x) the date on which the Investor may sell all Shares then held by the Investor without restriction by the volume limitations of Rule 144(e) of the Securities Act, (y) the second anniversary of the effective date of such Demand Registration Statement or (z) the date on which there cease to be any of the Shares outstanding. (d) In connection with any registration pursuant to this Section 5.1, the Investor may elect to sell the Shares in an underwritten offering in accordance with the conditions set forth in this paragraph (d). In any such underwritten offering, the investment bank that will manage the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by, the Investor, subject to the consent of the Company, at which consent will not be unreasonably withheld. The Investor may not participate in any underwritten offering hereunder unless the Investor (x) agrees to sell such Shares on the basis provided in any underwriting arrangements approved pursuant hereto and (y) completes and executes all other customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. In the case of any such underwritten offering, if the managing underwriter for such offering advises the Company in writing that in its optiongood faith opinion the amount of securities requested to be included therein exceeds the amount of securities that can be sold in such offering such that the inclusion of such Shares would adversely affect marketing of the securities to be sold pursuant to the offering, may include a primary offering of additional shares of Common Stock and/or may include shares the Shares held by the Investor shall have priority over any securities to be sold by other stockholders the Company or any additional holders of the Company’s securities. (e) If the Investor determines, prior to the effectiveness of the Demand Registration Statement, not to sell Shares pursuant to such Demand Registration Statement, the Investor shall provide written notice to the Company and the Company shall cease all efforts in connection with such Demand Registration Statement; provided, however, that, except where such notice of withdrawal is provided within thirty (30) days of the occurrence of an event or circumstance that if would result in a Material Adverse Effect, the -------- ------- managing underwriter of Investor shall bear the costs and expenses incurred prior to such offering reasonably determines withdrawal and the Investor shall pay in good faith and delivers full to the Selling Holders a written opinion Company, within thirty (30) days after presentation of an invoice by the Company therefor, all reasonable costs and expenses incurred by the Company in connection with such withdrawal, provided, however, that to the extent that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially Company and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the other holders exercising similar registration demand registration pursuant to Section 2.1(a), the Registration Statement shall not rights include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by Common Stock in such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Noticeregistration, the Company and such other holders shall be entitled to postpone filing pay their pro rata share of any such expenses, on the basis of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is shares being contemplated by the Company at the time the right to delay is exercised (a "Transaction")offered thereby.

Registration Upon Request. (ai) At any time. and from time beginning 180 days after to time, commencing with the date hereoflater of the Effective Time and January 1, 2000 and ending on December 31, 2004 (the Majority Holders may "Effective Period"), upon the written request by written notice (a "Demand Noticedemand") to the Company of any Qualified Holder(s) (as 2 hereinafter defined) requesting that the Company Infinity effect the registration for sale under the Securities Act of a number 1933, as amended (the "Securities Act"), of Registrable Securities at least equal held by such holders, Infinity promptly shall use its best efforts to 5% of the shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective register under the Securities Act (including without limitation if a "Demand Registration") the Selling Holders withdraw Registrable Securities which Infinity has been requested to register, all to the Registration Statement, provided in case extent necessary to permit the disposition of such withdrawal Registrable Securities in accordance with the request methods intended by the sellers thereof; provided that (i) such demand shall cover at least U.S. $[ ] in Infinity Common Stock based on the closing price for Infinity Common Stock on the NYSE Composite Tape for the last trading day immediately preceding the date of the demand, (ii) the Qualified Holder(s) shall not be permitted to make a demand within 60 days following the effective date of any registration statement for equity securities of Infinity (other than on Form S-4 or Form S-8 or any successor or equivalent form) and (iii) Infinity shall not be required to effect more than one Demand Registration for the Stockholders pursuant to this Section 2(a). An exercise of the Demand Registration right will be deemed made not count as the use of such right unless the Selling Holders reimburse registration statement to which it relates is declared effective under the Company for its reasonable expenses in connection Securities Act. However, an exercise of the Demand Registration right will count as the use of such right even though the registration statement to which it relates is declared effective if such effective registration statement is interfered with such Registration Statement) or a by any stop order, injunction or other order interferes or prevents requirement of the contemplated method Securities and Exchange Commission (the "Commission") or of distribution another governmental agency or court due to a material misrepresentation in or material omission from information provided in writing by such Qualified Holder expressly for inclusion by such Qualified Holder in such registration statement. (ii) As used in this Agreement, the number of term "Registrable Securities requested to be included in Securities" means any and all (A) Infinity Common Stock acquired by the registration is reduced by 15% or more Qualified Holders pursuant to Section 2.1(c). Within five the Merger, upon conversion of any other securities acquired by the Qualified Holders pursuant to the Merger or upon the exercise of stock options assumed by Infinity pursuant to the Merger Agreement and (5B) business days after receipt of a Demand Notice, the Company shall notify all any other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act securities issued or issuable with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Infinity Common Stock and/or may include shares to be sold described in clause (A) of this paragraph by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration way of a Company Offering (as defined below) stock dividend or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement stock split or in connection with the offering a combination, exchange, reorganization, recapitalization or reclassification of its any securities (a "Company Offering") within 90 days of delivery of the Demand NoticeInfinity, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with a merger, consolidation or adversely affect the negotiations or completion of any other similar business combination transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction")involving Infinity.

Registration Upon Request. (a) At any time, and from time beginning 180 days after to time, commencing on the date hereofEffective Date, upon the Majority Holders may written request by written notice (a the "Demand Notice") to the Company of any Qualified Holder(s) (as hereinafter defined) requesting that the Company Big effect the registration under the Securities Act of a number 1933, as amended (the "Securities Act") of Registrable Securities (as hereinafter defined) to be sold in a firm commitment underwritten public offering for cash, which, in the aggregate, constitute at least equal to 520% of the shares of Registrable Securities issued to the Common Stock Shareholder pursuant to the Merger for each registration hereunder, Big shall (within forty-five (45) days of the receipt of such Notice) file with the Commission a registration statement to register under the Securities Act (a "Demand Registration") the Registrable Securities which Big has been requested to register and use its best efforts to, as expeditiously as may be practicable, have such registration statement declared effective by the Commission, provided that no Qualified Holder(s) shall be permitted to request a Demand Registration within three (3) months of the effective date of any registration statement for equity securities of Big (other than on Form S-4 or Form S-8 or any successor or similar form). A request for a Demand Registration will not count as the use of such right unless the registration statement to which it relates is declared effective under the Securities Act and remains effective for a period (not less than three (3) months sufficient to allow for the orderly sale of the Registrable Securities covered thereby, except that such exercise shall count if such registration statement is withdrawn because the Qualified Holders, for any reason whatsoever, determine not to proceed with such registration; provided, however, if any Qualified Holder should elect to withdraw its Registrable Securities from the registration as a result of the proration provisions of Section 3(a) or 3(b) in which such Qualified Holder is not permitted to register at least fifty percent (50%) of the number of shares requested by such Qualified Holder to be registered in such registration (a "50% Withdrawal"), then outstandingsuch request for registration shall not be considered a Demand Registration for purposes of Section 2(a)(iii)(B). (i) Within ten (10) Business Days of receipt of the Notice by Big, stating Big shall provide notice (the "Holder Notice") to all Qualified Holders of such demand. The Holder Notice shall set forth, at a minimum, the number and class of Registrable Securities to be registered, the proposed date of filing of the related registration statement, and the proposed means of distribution of such Registrable Securities, and the proposed managing underwriter or underwriters of such Registrable Securities. Upon the written request of any Qualified Holder delivered to Big within five (5) days after its receipt of such Holder Notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Qualified Holder and the intended method of disposition thereof), such Registrable Securities of such shares. The Qualified Holder shall be included in such registration rights contemplated by statement as if such Qualified Holder had joined in such demand. (ii) It is hereby agreed that (A) if Big shall have previously effected a Demand Registration pursuant to this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided2(a), however, the request for registration it shall -------- ------- not be deemed made if either required to effect a subsequent Demand Registration until a period of at least one hundred twenty (i120) days shall have elapsed from the Registration Statement does not become effective under date of the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses statement used in connection with such previous Demand Registration Statementand (B) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or Big shall not be required to effect more than four (ii4) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more Demand Registrations pursuant to this Section 2.1(c2(a). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (biii) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a If any Demand Registration Statement with the SEC on an appropriate form under the Securities Act with respect pursuant to all this Section 2(a) is proposed to be effected by means of the Registrable Securities that Holders use of such securities have requested that Form S-3 (or any similar short-form registration statement which is a successor to Form S-3) and the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter shall advise Big in writing that in its opinion the use of such offering reasonably determines in good faith and delivers another permitted form is of material importance to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would offering, then such registration shall be materially and adversely affected and, accordinglyeffected by the use of such other permitted form. (iv) As used in this Agreement, the total number term "Registrable Securities" means any and all (A) shares of shares to be included Big Common Stock received by the Qualified Holders in the Registration Statement is reduced to Merger in exchange for the amount recommended shares of common stock of Hollywood beneficially owned by such underwriter, then (i) unless them on the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2)date hereof, and (iiB) if the Registration Statement does not include all any other of the Registrable Securities designated for sale Big Common Stock issued or issuable with respect to any shares of Big Common Stock described in clause (A) above by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration way of a Company Offering (as defined below) stock dividend or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement stock split or in connection with the offering a combination, exchange, reorganization, recapitalization or reclassification of its securities (a "Company Offering") within 90 days of delivery of the Demand NoticeBig securities, or (ii) the Company determines in good faith that a registration pursuant to a merger, consolidation or other similar business combination transaction involving Big. Reference in this Section 2(a) to specified numbers of shares shall be equitably adjusted to reflect any such occurrences referred to in the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction")preceding sentence.

Registration Upon Request. At any time, but no more than one time in the aggregate, either Investor (the "Initiating Holder") may deliver to the Company written notice of the Initiating Holder's request that the Company cause all or a portion of the Initiating Holder's Registrable Securities and/or Registrable Securities held by any of the Initiating Holder's Affiliates to be registered for resale under the Securities Act pursuant to this Section 2.1 (such registration under this Section 2.1 being referred to as a "Demand Registration"), which written notice shall state (a) At any time beginning 180 the name and address of each Person for whose account Registrable Securities are to be registered for resale pursuant to this Section 2.1, (b) the number and type of Registrable Securities to be so registered on behalf of each such Person and (c) the total number and type of Registrable Securities held by each such Person. No later than fifteen (15) days after thereafter, the Company shall use commercially reasonable efforts to cause the trustees (as of the date hereof, ) under the Majority Holders may request by indentures governing the Notes to deliver to each holder of record of Notes as of the date hereof written notice (a the "Demand Notice") that the Initiating Holder has exercised its right to demand registration pursuant to Section 2.1 and that any recipient of the Notice that is an Eligible Holder may request registration of any Registrable Securities then owned by such Eligible Holder or any of its Affiliates by delivering to the Company within thirty (30) days of the date of the Notice (i) written notice of the number and type of Registrable Securities it desires to have registered for resale, (ii) a written statement setting forth the basis for its belief that it is an Eligible Holder, (iii) an reasonably satisfactory document evidencing such Eligible Holder's agreement to become a party to this Agreement, and (iv) such other information as the Company effect may reasonably request by means of the Notice for the purpose of registering Registrable Securities of such Eligible Holder. Thereafter, subject to the conditions, limitations and provisions set forth below in Sections 2.4 and 3, WPC and/or WPSC, as applicable, shall promptly prepare and file, and use its reasonable best efforts to prosecute to effectiveness, an appropriate filing with the Commission of a registration statement covering, in the aggregate, all of those Registrable Securities with respect to which registration under the Securities Act of a number of Registrable Securities at least equal to 5% of the shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times has been so requested by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registrationInitiating Holder. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction").

Registration Upon Request. (a) At any time beginning 180 days after the date hereof, the Majority Holders may request by written notice (a "Demand Notice") to If the Company shall receive written request from the Xxxxxx Xxxxxxx Stockholders and their respective Permitted Transferees, if any, requesting that the Company effect the registration under the Securities Act of a number of Registrable Securities at least equal to 5% of the shares of the Common Stock then outstanding, stating and specifying the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Noticethereof, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and thereupon will use its best efforts to cause effect, as expeditiously as possible, the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Xxxxxx Xxxxxxx Stockholders and their respective Permitted Transferees, if any, all to the extent necessary to permit the disposition (in accordance with the Xxxxxx Xxxxxxx Stockholders' and such Registration Statement Permitted Transferees' intended method thereof as aforesaid) of the Registrable Securities so to be registered; PROVIDED, HOWEVER, that (i) with respect to any registration statement filed, or to be filed, pursuant to this Section 3.01, if the Board determines that in its good faith judgment it would (because of the existence of, or in anticipation of, any acquisition involving the Company or any of its Subsidiaries or financing activity, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company) be significantly disadvantageous (a "DISADVANTAGEOUS CONDITION") to the Company or any of its Subsidiaries or its stockholders for such a registration statement to be maintained effective, or to be filed and become effective. , and setting forth the general reasons for such judgment, the Company shall be entitled, upon the giving of a written notice (ca "DELAY NOTICE") In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares effect to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith each Xxxxxx Xxxxxxx Stockholder and delivers to the Selling Holders a written opinion that the number of shares otherwise Permitted Transferee included or to be included in such registration statement, to cause such registration statement to be withdrawn and the Registration Statement is effectiveness of such that registration statement terminated, or, in the success event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until, in the judgment of the underwritten offering would be materially Board, such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Xxxxxx Xxxxxxx Stockholders and adversely affected andPermitted Transferees with respect to which any such registration statement has been filed, accordingly, or was to have been filed). Upon the total number request of shares any Xxxxxx Xxxxxxx Stockholder or Permitted Transferee included or to be included in such registration statement, the Registration Statement is reduced Company will disclose to such holder the nature of such Disadvantageous Condition in reasonable detail; PROVIDED that such Person shall have executed a confidentiality agreement in a form reasonably satisfactory to the amount recommended Company. Upon the receipt of any notice of the existence of a Disadvantageous Condition, each Xxxxxx Xxxxxxx Stockholder and Permitted Transferee selling Registrable Securities pursuant to an effective registration statement will forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by the Company, each such underwriterholder will deliver to the Company all copies, other than permanent file copies then in such holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice and, in the event no registration statement has yet been filed, all drafts of the prospectus covering such Registrable Securities. Notwithstanding the foregoing provisions of this subparagraph (i): (A) the Company shall not be entitled to delay any registration of Registrable Securities requested pursuant to this Section 3.01 by reason of any existing or anticipated Disadvantageous Condition for a period of more than 90 consecutive days from the giving of its Delay Notice with respect to such Disadvantageous Condition, as above provided, and this subparagraph (i) unless shall have no further force or effect from and after the Registration Statement includes all end of such 90-day period with respect to any registration statement filed or otherwise required to be filed pursuant to this Section 3.01, or with respect to any other obligation of the Registrable Securities designated for sale Company pursuant to this Article III with respect to the request to which such registration statement relates; (B) no registration statement filed and subsequently withdrawn by all Selling Holders participating reason of any existing or anticipated Disadvantageous Condition as hereinabove provided shall count as one of the three registration statements referred to in the demand registration pursuant to Section 2.1(alimitation in the following subparagraph (ii), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), ; and (iiC) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of serve only one Delay Notice within any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Noticetwelve-month period, or with respect to any two consecutive registrations requested pursuant to this Section 3.01. (ii) the Company determines shall not be obligated to effect, or pay any Registration Expenses in good faith that a connection with, more than three registrations requested in the aggregate pursuant to this Section 3.01. Unless the Xxxxxx Xxxxxxx Stockholders and their Permitted Transferees, if any, shall otherwise consent in writing, no other person (including the Company), shall be permitted to offer any securities under any registration pursuant to this Section 3.01. A majority of the Demand Notice might interfere with Xxxxxx Xxxxxxx Stockholders or adversely affect their Permitted Transferees, if any, requesting a registration under Section 3.01(a) may, at any time prior to the negotiations effective date of the registration statement relating to such registration, revoke such request, without liability (except as set forth in Section 3.01(c) hereof) to any of the other Xxxxxx Xxxxxxx Stockholders or completion of any transaction that is being contemplated Permitted Transferees, by providing a written notice to the Company at revoking such request. Notwithstanding anything contained in this Agreement to the time contrary, nothing herein shall be construed as requiring the right Company to delay is exercised (a "Transaction")register any of its securities other than shares of Class A Common Stock.

Registration Upon Request. (a) At Subject to the terms and conditions hereof, if at any time beginning 180 days after August 4, 2005, there shall remain any Registrable Securities issued and outstanding and beneficially owned by the date hereofPurchaser or a Holder, then upon the Majority Holders may written request by written notice (a "Demand NoticeDemand") to of the Company Purchaser or the Holders of a majority in interest of Registrable Securities, that the Company effect the registration under the Securities Act of a number all of the Registrable Securities at least equal to 5% of the shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times held by the Majority Holders during Purchasers or such Holders, as the term of this Agreement; provided, howevercase may be, the request for Company will use its reasonable best efforts, taking into account developments in the Company's business, to effect the registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act of such Registrable Securities (including without limitation if the Selling Holders withdraw the a "Demand Registration"). Such registration statement (a "Demand Registration Statement") shall be on Form S-1, provided in case Form SB-1 or such other appropriate or available registration form of such withdrawal the request for registration will Securities and Exchange Commission as shall be deemed made unless selected by the Selling Holders reimburse Company. Subject to Section 2.3(c), the Company may also register for sale for its reasonable expenses own account or that of any other holder of equity securities of the Company pursuant to the Demand Registration Statement such additional shares of the Company's stock as it shall desire. Subject to Sections 2.3(b) and (c), upon receipt of any such Demand, the Company shall provide written notice to all Holders not party to the Demand and shall include in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of registration all Registrable Securities requested to be included in the registration is reduced by 15% or more therein pursuant to Section 2.1(c). Within five (5) business the written requests of Holders received within 20 days after receipt delivery of a the Company's notice. Notwithstanding the foregoing if the terms of the underwriting in connection with any Piggyback Registration or prior Demand NoticeRegistration prohibit the Company from filing any Demand Registration Statement, the Company shall notify all other Holders and offer have the right to them delay such filing for the opportunity to include their Registrable Securities in such registrationrequired period, which period shall not exceed 90 days. (b) Upon receipt Notwithstanding Section 2.3(a): (i) In no event shall the Company be required to effect more than two Demand Registrations pursuant to Section 2.3. (ii) The Company shall not be required to effect any Demand Registration following the date on which any Shelf Registration Statement first becomes effective. (iii) No Holder shall be entitled to make a Demand if during the period beginning on the date of such requestDemand and ending on the first business day following the six month anniversary thereof, such Holder is eligible to sell all of its Registrable Securities pursuant to Rule 144 (notwithstanding the volume limitations set forth in Rule 144(e), if applicable), provided, however, that such Holder shall be entitled to participate in a Demand Registration requested by any other Holder or Holders. For the purpose of determining whether a Holder is eligible to sell all of its Registrable Securities subject to the volume limitations set forth in Rule 144(e), the average weekly trading volume shall be deemed to be the average weekly reported volume of trading of the Common Stock on all national securities exchanges and/or automated quotation systems during the twenty-four (24) calendar weeks preceding such determination. (iv) No Holder may request a second Demand Registration until six months following the date on which the first Demand Registration Statement becomes effective, provided, that no Holder may participate in the second Demand Registration unless such Holder (i) delivered a notice to the Company shallpursuant to Section 2.3(a) requesting that all of such Holder's Registrable Securities be included in the first Demand Registration and (ii) notwithstanding the consummation of the offering made pursuant to the first Demand Registration, not all of such Holder's Registrable Securities were permitted by the Company to be sold in such offering. Notwithstanding the foregoing, subject to clauses (i)-(iii) above, if the date on which the first Demand Registration Statement becomes effective is more than 90 days after the date on which the Demand was made which resulted in the first effective Demand Registration Statement, the Purchasers or the Holders, as soon as practicablethe case may be, prepare and file may request a second Demand Registration at any time following the 90th day after the date on which the first Demand Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become becomes effective. (c) In connection with any Registration Statement filed registration pursuant to this Section 2.3, the Holders may elect to sell Registrable Securities in response an underwritten offering in accordance with the conditions set forth in this Section 2.3(c). In any such underwritten offering, the investment bank that will manage the offering will be selected by, and the underwriting arrangements with respect thereto will be approved, by the Holders holding a majority of the Registrable Securities to be sold pursuant to such requestoffering, subject, in each case, to the consent of the Company, at its optionwhich consent will not be unreasonably withheld. No Holder may participate in any underwritten offering hereunder unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved pursuant hereto and (ii) completes and executes all other customary questionnaires, may include a primary powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. In the case of any such underwritten offering, the managing underwriter for such offering advises the Company in writing that in their good faith opinion the securities requested to be included therein exceeds the amount of additional shares securities that can be sold in such offering such that the inclusion of Common Stock and/or may include shares such Registrable Securities would adversely affect marketing of the securities to be sold pursuant to the offering, the Registrable Securities held by Holders who elect to participate in such offering and other holders of the Company's securities exercising similar demand registration rights shall have priority over any securities to be sold by other stockholders the Company or any additional holders of the Company's securities, and the number of shares to be included by the Holders and such other holders exercising similar demand registration rights shall be reduced pro rata on the basis of the percentage of the then outstanding Registrable Securities held by each such Holder and the registrable securities held by all other holders exercising similar demand registration rights. (d) If the Purchaser or a majority of Holders participating in a Demand Registration determine, prior to the effectiveness of the Demand Registration Statement, not to sell Registrable Securities pursuant to such registration, such Holders shall provide written notice to the Company and the Company shall cease all efforts in connection with such Demand Registration; provided, however, that if the -------- ------- managing underwriter Purchaser or any Holders, as applicable, shall request a Demand Registration within six months of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Noticewithdrawal, the Company shall be entitled bear the costs and expenses incurred prior to postpone filing of the Registration Statement, such withdrawal and may withhold efforts such requesting Holders shall pay in full to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination , within thirty (30) days after presentation of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) an invoice by the Company is contemplating filing a registration statement therefor, all reasonable costs and expenses incurred by the Company in connection with the offering completion of its securities (a "such Demand Registration following such new request, provided however, to the extent that the Company Offering") within 90 days includes any shares of delivery Common Stock in such Demand Registration Statement for sale of the Demand Noticeaccount of the Company, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion shall pay its pro rata share of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction")such expenses.

Registration Upon Request. (a) At any time beginning 180 days after the date hereof, ------------------------- the Majority Holders may request by written notice (a "Demand Notice") to the Company that the Company effect the registration under the Securities Act of a their Registrable Securities. Such notice shall set forth (i) the number of shares of Registrable Securities at least equal to 5% be included; (ii) the names of the shares of Selling Holders and the Common Stock then outstanding, stating amounts to be sold by each; and (iii) the intended method of disposition of such shares. The shares and shall contain an undertaking by such Holders to pay all Registration Expenses with respect to such registration rights contemplated by this Section 2.1 may be exercised only three (3) times by as incurred and in all events prior to the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case effectiveness of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(cregistration). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, and so long as the registration may be accomplished through the use of a Registration Statement on Form S-3 or then comparable form, the Company shallshall use its best efforts to prepare and file, as soon expeditiously as practicablepossible (but not more than 90 days from receipt of such request), prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and shall use its best efforts to cause such Registration Statement to become effective. . The registration rights contemplated by this Section 2.1 may only be exercised once during each twelve (c12) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders month period of the Company; provided, however, that term of this Agreement commencing on the date hereof (but in no event more than twice) and only if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise have an actual intent to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes currently sell all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) registration. Notwithstanding the foregoing, upon delivery in the event that registration is demanded pursuant to this Section 2.1, and, prior to effectiveness of written notice (deliverable no later than 10 days after delivery of any Registration Statement filed pursuant to such demand, the Demand Notice) to Company determines in its sole judgment that the person(s) who delivered shares for which registration is requested cannot be sold without adversely affecting the Demand NoticeCompany or its existing stockholders, the Company shall be entitled have the option to postpone filing require the Selling Holders to withdraw such registration demand and not make any other demand for a period of up to one hundred twenty (120) days. In addition, in the Registration Statement, and may withhold efforts to cause event that the Company makes such a determination after a Registration Statement has been filed pursuant to this Section 2.1 and has become effective, the Company shall have the option to require the Selling Holders to refrain from selling any shares pursuant to such Registration Statement for a reasonable period of time up to one hundred twenty (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below120) or completion of any Transaction (as defined below), as the case may be) if (i) days. If the Company is contemplating filing a registration statement in connection with exercises any such option, the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, demand rights pursuant to this Section 2.1 shall not be reduced or (ii) diminished hereby. In no event shall the Company determines exercise the options set forth in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of this paragraph more than once during any transaction that is being contemplated by the Company at the time the right to delay is exercised consecutive twelve (a "Transaction")12) month period.

Registration Upon Request. (a) At any time, and from time beginning 180 days after to time, commencing with the date hereofEffective Time and ending on December 31, 200_ [INSERT FIFTH CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH THE MERGER OCCURRED] (the Majority Holders may "Effective Period"), upon the written request by written notice (a "Demand Noticedemand") to the Company of any Qualified Holder(s) (as hereinafter defined) requesting that the Company effect the registration for sale under the Securities Act of a number 1933, as amended (the "Securities Act"), of Registrable Securities at least equal to 5% held by such holders (or qualify such Registrable Securities for distribution under the securities laws of the shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided, howeverany Canadian jurisdiction), the request for registration Company promptly shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective use its best efforts to register under the Securities Act (including without limitation a "Demand Registration") and, if reasonably required by the Selling Holders withdraw Managing Underwriter(s) (as such term is defined in Rule 12b-2 under the Registration StatementSecurities Exchange Act of 1934, provided in case as amended (the "Exchange Act")) to file a prospectus under applicable Canadian securities laws, the Registrable Securities which the Company has been requested to register, all to the extent necessary to permit the disposition of such withdrawal Registrable Securities in accordance with the request methods intended by the sellers thereof; provided that (i) each such demand shall cover at least U.S. $50,000,000 in Company Common Shares based on the closing price for the Company Common Shares on the NYSE Composite Tape for the last trading day immediately preceding the date of the demand, (ii) the Qualified Holder(s) shall not be permitted to make a demand within 60 days following the effective date of any registration statement for equity securities of the Company (other than on Form F-4, Form S-4 or Form S-8 or any successor or equivalent form) and (iii) the Company shall not be required to effect more than five Demand Registrations for the Shareholders pursuant to this Section 2(a). An exercise of a Demand Registration right will be deemed made not count as the use of such right unless the Selling Holders reimburse registration statement to which it relates is declared effective under the Company for its reasonable expenses in connection Securities Act. However, an exercise of a Demand Registration right will count as the use of such right even though the registration statement to which it relates is declared effective if such effective registration statement is interfered with such Registration Statement) or a by any stop order, injunction or other order interferes or prevents requirement of the contemplated method Securities and Exchange Commission (the "Commission") or of distribution another governmental agency or (ii) the number of Registrable Securities requested court due to be included a material misrepresentation in the registration is reduced or material omission from information provided in writing by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities such Qualified Holder expressly for inclusion by such Qualified Holder in such registrationregistration statement. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction").

Registration Upon Request. (a) At If the Company shall be requested in writing at any time beginning 180 days after or from time to time by any of CHP, Offshore or Dresdner (hereinafter the date hereof"Initiating Stockholder"), the Majority Holders may request by written notice (a "Demand Notice") to the Company that the Company effect the registration under the Securities Act of a number of Registrable Securities at least equal shares of Common Stock or Preferred Stock (which request shall specify the aggregate number of shares of Common Stock and Preferred Stock intended to 5% be offered and sold by the Initiating Stockholder, shall describe the nature or method of the shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times proposed offer and sale thereof and shall contain an undertaking by the Majority Holders during Initiating Stockholder to cooperate with the term Company in order to permit the Company to comply with all applicable requirements of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if and the Selling Holders withdraw rules and regulations thereunder and to obtain acceleration of the Registration Statement, provided in case effective date of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(cstatement). Within five (5) business days after receipt of a Demand Notice, the Company shall (i) promptly notify all other Holders and offer to them each of the opportunity to include their Registrable Securities in such registration. (b) Upon receipt remaining Stockholders of such requestproposed registration, and (ii) use its best efforts to effect, as expeditiously as possible, the Company shall, as soon as practicable, prepare registration (and file a Registration Statement with to keep such registration continuously effective until all of the SEC shares covered thereby have been distributed) on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that Common Stock and Preferred Stock which the Company register, has been requested to register by the Initiating Stockholder and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold each other Stockholder requesting registration by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers notice to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 20 days of delivery of the Demand NoticeCompany's notice, subject to the limitations set forth in Section 6(c)(1) hereof. If the Initiating Stockholder so elects, the offering of all or (ii) the Company determines in good faith that a registration portion of such Common Stock and Preferred Stock pursuant to the Demand Notice might interfere registration shall be in the form of an underwritten offering and the managing underwriter or underwriters selected for such offering shall be selected by the Initiating Stockholder and reasonably acceptable to the Company. The Initiating Stockholder shall provide the Company with notice of the identify of the managing underwriter or adversely affect underwriters it has selected a reasonable time prior to the negotiations or completion commencement of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction")such underwritten offering.

Registration Upon Request. (a) At any time beginning 180 days after Commencing on the first anniversary of the date hereof, on which the Majority Holders may request by written notice (a "Demand Notice") to the Company that the Company effect the Company's first registration of common stock under the Securities Act becomes effective (the "Effective Date"), the holders of a number of Registrable Securities at least equal to 520% or more of the shares of Shares shall have the Common Stock then outstandingright to two demand in writing registrations on Forms S-1 or S-2 or any successor forms, stating at the intended method of disposition of such sharesCompany's expense, provided that the proposed public offering shall be a Qualified Public Offering. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term For purposes of this Agreement; provided, howevera Qualified Public Offering shall be defined as a public offering of securities, underwritten on a firm commitment basis, at a price per share to the public of at least $5.00 (to be appropriately adjusted for stock splits, stock dividends, and other types of recapitalizations) and an aggregate offering price to the public of at least $5,000,000. (b) The holders of 20% or more of the Shares shall have the right to demand an unlimited number of registrations on Form S-3 or any successor form, if the Company is eligible to use Form S-3, provided that the aggregate proposed public offering price of the securities to be included in such registration shall be at least $1,000,000 and provided further that the effectiveness of any such registration is separated by at least six months from the effectiveness of the prior registration. (c) Following receipt of any notice delivered in compliance with Section l(a) (a "Demand"), the request for registration Company shall -------- ------- within 10 days thereafter deliver written notice of the Demand to all holders of Shares from whom a Demand has not be deemed made if either (i) the Registration Statement does not become effective been received and shall promptly use its best efforts to register under the Securities Act Act, for sale in a public offering, the number of Shares specified in such Demand (including without limitation if and in all written requests for inclusion of additional Shares from such other holders of Shares received by the Selling Holders withdraw Company within 20 days after notice of the Registration StatementDemand to such other holders). The Company may designate, provided subject to the approval of a majority in case interest of such withdrawal the request for registration will participating holders of Shares, which approval shall not be unreasonably withheld or delayed, the managing underwriter or underwriters, which underwriter(s) shall be of national standing. The Company shall be deemed to have satisfied an obligation to register Shares pursuant to a Demand only when a registration statement covering the Shares specified in the Demand and any written requests delivered under this Section l(c) shall have become effective and the period of distribution of the Shares contemplated thereby shall have been completed. (d) If a registration is requested under this Section 1, the Company shall include in such registration all Shares that the holders thereof shall specify in the Demand. The Company shall be entitled to include in any registration statement filed in response to a Demand made unless the Selling Holders reimburse in accordance with this Section 1, securities to be sold by the Company for its reasonable expenses own account or the account of any other securityholders. However, the managing underwriter(s) shall have the right to exclude securities from such registration if the managing underwriter(s) advise the Company in connection writing that such exclusion is necessary to avoid interfering with the successful marketing of the underwritten public offering. If the managing underwriter(s) shall advise the Company and the holders in writing of the need to exclude securities, then securities to be registered and sold pursuant to such Registration Statementregistration statement shall be excluded as follows: (i) or a stop orderfirst, injunction or securities held by securityholders other order interferes or prevents than the contemplated method of distribution or shareholders demanding registration pursuant to Section 1 hereof; (ii) next, securities to be sold for the number account of Registrable Securities the Company; and (iii) last, the Shares requested to be included in the registration is reduced by 15% or more the demanding shareholders pursuant to this Section 2.1(c)1. Within five (5) business days after receipt If securities are to be excluded from the registration statement, then the exclusion shall be made PRO RATA among the holders in each of a Demand Noticethe foregoing categories in proportion to the securities as to which each holder requested registration, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares category to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included excluded before any securities in the Registration Statement is such that next category are excluded. If any Shares are excluded from the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a)this subsection, the Registration Statement then such registration shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental counted as a demand registration rights pursuant to under Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by eachl(a). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction").

Registration Upon Request. (a) At any time beginning 180 days after commencing on the date hereofhereof and continuing thereafter, the Majority Holders may request by written notice each Stockholder (any such Stockholder, whether registering securities pursuant to this Section 3.1 or Section 3.2, shall be referred to as a "Demand NoticeRegistering Stockholder") shall have the right to make written demand upon the Company, on not more than five separate occasions (subject to the Company that the Company effect the registration provisions of this Section 3.1), to register under the Securities Act of a number of Registrable Securities at least equal to 5% Act, any common stock or other securities of the shares Company held by it (the securities subject to such demand hereunder or subject to the provisions of Section 3.2 being referred to in each case as the Common Stock then outstanding"Subject Securities"), stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, and the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement securities to become effective. be registered under the Securities Act as soon as reasonably practicable so as to permit the sale thereof promptly; provided that each such demand shall cover at least the lesser of (ci) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional 10 million shares of Common Stock and/or may include or Preferred Stock convertible into 10 million shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), Common Stock and (ii) if shares having a market value of $150 million shares of Common Stock (subject to adjustment for stock splits, reverse stock splits, stock dividends and similar events after the Registration Statement does not include all date hereof). In connection therewith, the Company shall prepare, and as soon as reasonably practicable but in no event later than 90 days of the Registrable receipt of the request, file, on Form S-3 if permitted or otherwise on the appropriate form, a registration statement under the Securities designated for sale Act to effect such registration. Such registration shall be effected in accordance with the intended method or methods of disposition specified by the Registering Shareholders (including, but not limited to, an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act). Each Registering Stockholder agrees to provide all such Selling Holdersinformation and materials and to take all such action as may be reasonably required in order to permit the Company to comply with all applicable requirements of the Securities Act and the SEC and to obtain any desired acceleration of the effective date of such registration statement. If the offering to be registered is to be underwritten, the number of Registrable Securities included in the Registration Statement managing underwriter shall be allocated among such Selling Holders pro rata (based on selected by the number of Registrable Securities held by each). (d) Registering Shareholders and shall be reasonably satisfactory to the Company. Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company (i) shall not be obligated to prepare or file more than one registration statement other than for purposes of a stock option or other employee benefit or similar plan during any twelve-month period, (ii) shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed but in no event later than 60 days), the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion filing of any Transaction (as defined below), as registration statement otherwise required to be prepared and filed by the case may be) Company if (iA) the Company is contemplating filing a registration statement in connection with the is, at such time, conducting or about to conduct an underwritten public offering of securities and is advised by its securities managing underwriter or underwriters in writing (with a "Company Offering") within 90 days of delivery of copy to the Demand NoticeRegistering Shareholders), that such offering would, in its or their opinion, be materially adversely affected by the registration so requested, or (iiB) the Company determines in its reasonable judgment and in good faith that the registration and distribution of the Subject Securities would interfere with any announced or imminent material financing, acquisition, disposition, corporate reorganization or other material transaction of a similar type involving the Company. In the event of such postponement, the Registering Shareholders shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of the notice of postponement (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of registrations to which the Registering Shareholders are entitled pursuant to this Section 3.1). (b) The Company shall not grant to any other holder of its securities, whether currently outstanding or issued in the Demand Notice might interfere future, any incidental or piggyback registration rights with respect to any registration statement filed pursuant to a demand registration under this Section 3.1 and without the prior consent of the Registering Shareholders, the Company will not itself, and will not permit any other holder of its securities to, participate in any offering made pursuant to a demand registration under this Section 3.1. The Company may grant to other holders of its securities incidental or adversely affect the negotiations or completion of any transaction that is being contemplated piggyback registration rights on a primary offering by the Company at which are no more favorable to such holders than the time the right to delay is exercised (a "Transaction").provisions set forth in Section 3.2

Registration Upon Request. (a) At any time beginning 180 days after Subject to the date conditions, limitations, restrictions and provisions set forth in Sections 4.2 and 4.4 hereof, the Majority Holders may request Required Investors may, at any time or from time to time from and after the first anniversary of the closing of the Corporation's initial public offering, notify the Corporation in writing that such Required Investors desire that the Corporation effect, pursuant to this Section 4.1, a registration on Form S-3 with respect to all or any number of the Registrable Shares owned by such Required Investors. Such written notice (a "Demand Notice") to the Company that the Company effect the registration under the Securities Act of a number of Registrable Securities at least equal to 5% of the shares of the Common Stock then outstanding, stating by such Required Investors shall specify the intended method of disposition of such sharesRegistrable Shares. The Upon receipt of such written notice from the Required Investors the Corporation shall promptly notify in writing all other Investors that it has received such written notice, and such other Investors shall have a period of twenty (20) business days following receipt of such written notice from the Corporation to notify the Corporation in writing whether such other Investors, or any of them, desire to have any of their Registrable Shares included in such registration rights contemplated by on Form S-3 pursuant to this Section 2.1 may be exercised only three 4.1 (3) times those of such other Investors that desire to have any of their Registrable Shares included in such registration on Form S-3 being hereinafter referred to, collectively, with the Required Investors who gave notice under this Section 4.1, as the "Shelf Requesting Investors"). Thereafter, subject to the conditions, limitations, restrictions and provisions set forth below in Sections 4.3, 4.5 and 4.6 hereof and subject to compliance by the Majority Holders during Required Investors with the term conditions, limitations, restrictions and provisions of Sections 4.2 and 4.4 hereof in making any request pursuant to this Agreement; provided, howeverSection 4.1 hereof, the request for Corporation shall, promptly following the expiration of such twenty (20) business day period, prepare and file with the Commission, and use best efforts to prosecute to effectiveness, a registration shall -------- ------- not statement on Form S-3 covering all of those Registrable Shares that the Shelf Requesting Investors have requested to be deemed made if either (i) the Registration Statement does not become effective registered under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more on Form S-3 pursuant to this Section 2.1(c)4.1. Within five (5) business days after receipt Subject to the provisions of a Demand NoticeSection 4.3 hereof, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, Corporation may include a primary offering of in any registration on Form S-3 pursuant to this Section 4.1 additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in for its own account or for the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion account of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction")other Person.

Registration Upon Request. (a) At Upon the written request of any time beginning 180 days after the date hereof, the Majority Holders may request by written notice (a "Demand Notice") to the Company Right Holder requesting that the Company effect the registration under the Securities Act of a number all or part of the Registrable Securities held by such Demand Right Holder and specifying the intended method or methods of disposition of such Registrable Securities, the Company shall promptly give written notice of such requested registration to all holders of Registrable Securities at least equal and thereupon will use its best efforts to 5% effect the registration under the Securities Act, as expeditiously as is reasonable, of (i) the shares Registrable Securities that the Company has been so requested to register by such holder or holders, for disposition in accordance with the intended method of disposition stated in such request, and (ii) all other Registrable Securities that the Common Stock then outstanding, stating Company has been requested to register by the holders of Registrable Securities 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 shares. The registration rights contemplated by this Section 2.1 may be exercised only three Registrable Securities), all to the extent requisite to permit the disposition (3in accordance with the intended methods thereof as aforesaid) times by of the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested so to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registrationregistered. (b) Upon receipt Anything contained in Section 3.02(a) to the contrary notwithstanding, the Company shall not be required to effect any registration pursuant to this Section 3.02 if the Board determines that, in its judgment, it would (because of the existence of, or in anticipation of, any acquisition involving the Company or any of its subsidiaries or any financing activity, or the unavailability for reasons substantially beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any of its subsidiaries) be significantly disadvantageous (for purposes of this Section 3.02, a "DISADVANTAGEOUS CONDITION") to the Company or any of its subsidiaries for such requesta registration statement to become effective, or to be maintained effective, the Company shall, as soon as practicablenotwithstanding any other provision of this Article III, prepare be entitled, upon the giving of a written notice (for purposes of this Section 3.02, a "DELAY NOTICE") to such effect to each holder of Registrable Securities included or to be included in such registration statement, to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file a Registration Statement with any such registration statement, until, in the SEC on an appropriate form under judgment of the Board, such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the holders of Registrable Securities Act with respect to all which any such registration statement has been filed, or was to have been filed). Upon receipt of any notice of the existence of a Disadvantageous Condition, such holders of Registrable Securities that Holders selling securities pursuant to an effective registration statement will forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by the Company, each such holder of Registrable Securities will deliver to the Company all copies, other than permanent file copies then in such holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such securities have requested that notice, and, in the Company registerevent no registration statement has yet been filed, and use its best efforts to cause all drafts of the prospectus covering such Registration Statement to become effectiveRegistrable Securities. (c) In connection with any Registration Statement filed in response underwritten offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 3.02, the Company shall have the right to select the managing underwriter with respect to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Companyoffering; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the connection with an underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in where GCP II or any of its affiliates are the Registration Statement holders of a majority of such Registrable Securities, GCP II shall be allocated among have the right to select the managing underwriter with respect to such Selling Holders pro rata (based on the number of Registrable Securities held by each)offering. (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the The Company shall be entitled to postpone filing of the pay all Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement Expenses in connection with the offering of its securities (a "Company Offering") within 90 days of delivery each of the Demand Notice, or (ii) the Company determines in good faith that a registration registrations of Registrable Securities effected by it pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction")this Section 3.02.

Registration Upon Request. (a) At any time beginning 180 days after time, upon the date hereofwritten request of (x) the Designated Holder or, (y) in the Majority Holders may request by written notice event that there is no Designated Holder, Stockholders holding in excess of sixty-six and two-thirds percent (a "Demand Notice"66 2/3%) to of the Company number of shares of Series A Preferred Stock then outstanding (including for purposes of this calculation any issued and outstanding shares of Common Stock previously issued upon conversion of shares of Series A Preferred Stock), requesting that the Company effect a public offering under the Securities Act of all or part of the Registrable Securities held by such Stockholders and specifying the intended method or methods of disposition of such Registrable Securities, the Company will promptly give written notice of such requested registration to all Stockholders and will use its best efforts to effect the registration under the Securities Act of a number of Act, as expeditiously as is reasonable, of: (i) the Registrable Securities at least equal that the Company has been so requested to 5% register by such Stockholders, for disposition in accordance with the intended method of disposition stated in such request; and (ii) all other Registrable Securities that the shares Company has been requested to register by other Stockholders by written request delivered to the Company within 30 days after the giving of such written notice by the Common Stock then outstanding, stating Company (which request shall specify the intended method of disposition of such sharesRegistrable Securities); all to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. The registration rights contemplated by this Section 2.1 may Anything herein to the contrary notwithstanding, the Company shall not be exercised only obligated to consummate more than three (3) times by the Majority Holders during the term of registrations pursuant to this AgreementSection 2(a); provided, however, that in each case at least 80% of the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in registered are registered and sold to the public. In connection with any underwritten offering with respect to which Stockholders shall have requested registration is reduced by 15% or more pursuant to this Section 2.1(c2(a). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer have the right to them select the opportunity to include their Registrable Securities in such registration. lead managing underwriter (bbeing an underwriting firm of national standing) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all such offering, such underwriter to be reasonably acceptable to the Stockholders requesting the registration. Should the Stockholders requesting the registration so elect, they may select an underwriting firm of national standing which is reasonably acceptable to the Registrable Securities that Holders Company to act as co-lead manager of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effectiveoffering. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction").

Registration Upon Request. (a) At Subject to the terms and conditions hereof, if at any time beginning 180 days after following the six month anniversary of the date hereof, there shall remain any Registrable Securities upon the Majority Holders may written request by written notice (a "Demand NoticeDemand") to of (i) the Company Lead Purchasers or (ii) the Holders of a majority in interest of Registrable Securities, that the Company effect the registration under the Securities Act of a number all of the Registrable Securities at least equal to 5% of the shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times held by the Majority Holders during Lead Purchasers or such Holders, as the term of this Agreement; provided, howevercase may be, the request for Company will use its reasonable best efforts, taking into account developments in the Company's business, to effect the registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act of such Registrable Securities (including without limitation if the Selling Holders withdraw the a "Demand Registration"). Such registration statement (a "Demand Registration Statement") shall be on Form S-1, provided in case Form SB-1 or such other appropriate registration form of such withdrawal the request for registration will Securities and Exchange Commission as shall be deemed made unless selected by the Selling Holders reimburse Company. Subject to Section 2.3(c), the Company may also register for sale for its reasonable expenses own account or that of any other holder of equity securities of the Company pursuant to the Demand Registration Statement such additional shares of the Company's stock as it shall desire. Subject to Sections 2.3(b) and (c), upon receipt of any Demand, the Company shall provide written notice to all Holders not party to the Demand and shall include in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of registration all Registrable Securities requested to be included in the registration is reduced by 15% or more therein pursuant to Section 2.1(c). Within five (5) business the written requests of Holders received within 20 days after receipt delivery of a the Company's notice. Notwithstanding the foregoing if the terms of the underwriting in connection with any Piggyback Registration or prior Demand NoticeRegistration prohibit the Company from filing any Demand Registration Statement, the Company shall notify all other Holders and offer have the right to them delay such filing for the opportunity to include their Registrable Securities in such registrationrequired period, which period shall not exceed 90 days. (b) Upon receipt Notwithstanding Section 2.3(a): (i) In no event shall the Company be required to effect more than two Demand Registrations pursuant to Section 2.3. (ii) The Company shall not be required to effect any Demand Registration following the date on which any Shelf Registration Statement first becomes effective. (iii) No Holder shall be entitled to make a Demand if during the period beginning on the date of such requestDemand and ending on the first business day following the six month anniversary thereof, such Holder is eligible to sell all of its Registrable Securities pursuant to Rule 144 (notwithstanding the volume limitations set forth in Rule 144(e), if applicable), provided, however, that such Holder shall be entitled to participate in a Demand Registration requested by any other Holder or Holders. For the purpose of determining whether a Holder is eligible to sell all of its Registrable Securities subject to the volume limitations set forth in Rule 144(e), the Company shall, as soon as practicable, prepare and file average weekly trading volume shall be deemed to be the average weekly reported volume of trading of the Common Stock on all national securities exchanges and/or automated quotation systems during the twenty-four (24) calendar weeks preceding such determination. (iv) No Holder may request a second Demand Registration until six months following the date on which the first Demand Registration Statement with becomes effective, provided, that no Holder may participate in the SEC on an appropriate form under second Demand Registration unless such Holder (i) delivered a notice to the Securities Act with respect Company pursuant to Section 2.3(a) requesting that all of the such Holder's Registrable Securities that Holders be included in the first Demand Registration and (ii) notwithstanding the consummation of the offering made pursuant to the first Demand Registration, not all of such securities have requested that Holder's Registrable Securities were permitted by the Company registerto be sold in such offering. Notwithstanding the foregoing, and use its best efforts subject to cause such clauses (i)-(iii) above, if the date on which the first Demand Registration Statement to become becomes effective is more than 90 days after the date on which the Demand was made which resulted in the first effective Demand Registration Statement, the Lead Purchasers may request a second Demand Registration at any time following the 90th day after the date on which the first Demand Registration Statement becomes effective. (c) In connection with any Registration Statement filed registration pursuant to this Section 2.3, the Holders may elect to sell Registrable Securities in response an underwritten offering in accordance with the conditions set forth in this Section 2.3(c). In any such underwritten offering, the investment bank that will manage the offering will be selected by, and the underwriting arrangements with respect thereto will be approved, by the Holders holding a majority of the Registrable Securities to be sold pursuant to such requestoffering, subject, in each case, to the consent of the Company, at its optionwhich consent will not be unreasonably withheld. No Holder may participate in any underwritten offering hereunder unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved pursuant hereto and (ii) completes and executes all other customary questionnaires, may include a primary powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. In the case of any such underwritten offering, the managing underwriter for such offering advises the Company in writing that in their good faith opinion the securities requested to be included therein exceeds the amount of additional shares securities that can be sold in such offering such that the inclusion of Common Stock and/or may include shares such Registrable Securities would adversely affect marketing of the securities to be sold pursuant to the offering, the Registrable Securities held by Holders who elect to participate in such offering and other holders of the Company's securities exercising similar demand registration rights shall have priority over any securities to be sold by other stockholders the Company or any additional holders of the Company's securities, and the number of shares to be included by the Holders and such other holders exercising similar demand registration rights shall be reduced pro rata on the basis of the percentage of the then outstanding Registrable Securities held by each such Holder and the registrable securities held by all other holders exercising similar demand registration rights. (d) If the majority of Holders participating in a Demand Registration determine, prior to the effectiveness of the Demand Registration Statement, not to sell Registrable Securities pursuant to such registration, such Holders shall provide written notice to the Company and the Company shall cease all efforts in connection with such Demand Registration; provided, however, that if the -------- ------- managing underwriter one or more Holders shall request a Demand Registration within six months of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Noticewithdrawal, the Company shall be entitled bear the costs and expenses incurred prior to postpone filing of the Registration Statement, such withdrawal and may withhold efforts such requesting Holders shall pay in full to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination , within thirty (30) days after presentation of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) an invoice by the Company is contemplating filing a registration statement therefor, all reasonable costs and expenses incurred by the Company in connection with the offering completion of its securities (a "such Demand Registration following such new request, provided however, to the extent that the Company Offering") within 90 days includes any shares of delivery Common Stock in such Demand Registration Statement for sale of the Demand Noticeaccount of the Company, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion shall pay its pro rata share of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction")such expenses.

Registration Upon Request. (a) At any time beginning 180 days after commencing on the date hereofExercise Date and continuing thereafter, Loral, Loral SpaceCom, any Partner Guarantor, and any Additional Partner Guarantors, if any, (collectively, the Majority Holders may request by "Warrant Holders") (any such Warrant Holder, whether registering securities pursuant to this Section 5.1 or Section 5.2, shall be referred to as a "Registering Holder") shall have the right to make written notice demand (a "Demand Notice") upon GTL (subject to the Company that provisions of this Section 5.1) to register under the Company effect Securities Act, any Warrant Shares held by it pursuant to the registration exercise of the GTL Warrants (the Warrant Shares subject to such demand hereunder or subject to the provisions of Section 5.2 being referred to in each case as the "Subject Securities"), and GTL shall use its best efforts to cause such Warrant Shares to be registered under the Securities Act of a number of Registrable Securities as soon as reasonably practicable so as to permit the sale thereof promptly; provided that each such demand shall cover at least equal to 5(the "Minimum Amount of Shares") the greater of (x) 15% of the shares aggregate Warrant Shares issuable upon exercise of the Common Stock then outstandingGTL Warrants and (y) 400,000 Warrant Shares; provided, stating that demand for registration hereunder may be made by a Warrant Holder with respect to less than the Minimum Amount of Shares if such demand is joined by one or more other Warrant Holders seeking to register Warrant Shares if the aggregate number of Warrant Shares to be registered by such Warrant Holders exceeds the Minimum Amount of Shares. Immediately following receipt of a Demand Notice pursuant to this Section 5.1, GTL shall provide all other Warrant Holders with a copy of such Demand Notice. Any Warrant Holder wishing to participate in such demand registration must submit written notice of such intent, together with the number of Warrant Shares to be registered, to GTL no later than ten days following the date of the Demand Notice. In connection therewith, GTL shall prepare, and as soon as reasonably practicable but in no event later than 100 days of the receipt of the Demand Notice, file, on Form S-3 if permitted or otherwise on the appropriate form, a registration statement under the Securities Act to effect such registration. Such registration shall be effected in accordance with the intended method or methods of disposition specified by the Registering Holders (including, but not limited to, an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act). Each Registering Holder agrees to provide all such information and materials and to take all such action as may be reasonably required in order to permit GTL to comply with all applicable requirements of the Securities Act and the SEC and to obtain desired acceleration of the effective date of such sharesregistration statement. The If the offering to be registered is to be underwritten, the managing underwriter shall be selected by GTL and shall be reasonably satisfactory to the Registering Holders. Notwithstanding the foregoing, GTL (i) shall not be obligated to prepare or file more than one registration rights contemplated statement other than for purposes of a stock option or other employee benefit or similar plan during any twelve-month period, (ii) shall be entitled to postpone for a reasonable period of time (but in no event later than 60 days), the filing of any registration statement otherwise required to be prepared and filed by GTL under this Section 2.1 may 5.1 if (A) GTL is, at such time, conducting or about to conduct an underwritten public offering of securities and is advised by its managing underwriter or underwriters in writing (with a copy to the Registering Holders), that such offering would, in its or their opinion, be exercised only three (3) times materially adversely affected by the Majority registration so requested, or (B) GTL determines in its reasonable judgment and in good faith that the registration and distribution of the Subject Securities would interfere with any announced or imminent material financing, acquisition, disposition, corporate reorganization or other material transaction of a similar type involving GTL. In the event of such postponement, the Registering Holders during shall have the term of this Agreement; provided, however, right to withdraw the request for registration shall -------- ------- not be deemed made if either by giving written notice to GTL within 20 days after receipt of the notice of postponement. (ib) GTL may grant to any other holder of its securities, whether currently outstanding or issued in the Registration Statement does not become effective future, any incidental or piggyback registration rights with respect to any registration statement filed pursuant to a demand registration under the Securities Act (including without limitation this Section 5.1 provided that if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses underwriter(s) retained in connection with such Registration Statementregistration subsequently advise GTL that the inclusion in the registration statement of all of the securities proposed to be included would interfere with the successful marketing of the securities proposed to be registered, then GTL shall eliminate such adverse effect by reducing or eliminating the number of securities to be included by Persons other than the Registering Holders. (c) Any registration requested by any Registering Holder pursuant to this Section 5.1 shall not be deemed to have been filed for purposes of Section 5.1(a)(i), (x) unless it has become effective or a (y) if after it has become effective, such registration is interfered with by any stop order, injunction or other order interferes or prevents requirement of the contemplated method of distribution SEC or (ii) other governmental agency or court for any reason other than a misrepresentation or an omission by the number of Registrable Registering Holders and, as a result thereof, the Subject Securities requested to be included registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registrationstatement. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction").

Registration Upon Request. (a) At any time beginning 180 days As soon as practicable after the date hereofwritten request of Cathay, the Majority Holders may request by written notice (a "Demand Notice") and, in any event, within 90 days of such request, BFC shall use commercially reasonable efforts to the Company that the Company effect the file one registration statement under the Securities Act of a number of Registrable Securities at least equal 1933 and the rules and regulations thereunder, all as amended from time to 5% of the shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three time (3) times by the Majority Holders during the term of this Agreement; provided, howevercollectively, the request for “Act”), covering all Shares that Cathay desires to register, and shall use commercially reasonable efforts to cause such registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not statement to become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by . No other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company persons shall be entitled to postpone filing include any securities in any registration pursuant to this Section 1 without the consent of Cathay. BFC shall not be required to effect, or to take any action to effect, more than one registration pursuant to this Section 1. In addition, BFC shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1 if Cathay proposes to dispose of Shares that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 3. BFC shall have the Registration Statement, and may withhold efforts right to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating defer filing a registration statement under the Act pursuant to this Section 1 not more than once in connection with any 12-month period if the offering Board of the Directors of BFC shall determine that it would be seriously detrimental to BFC to file such registration statement at the date the filing would otherwise be required under this Rights Agreement, in which case BFC shall have an additional period of not more than 120 days within which to file such registration statement. If Cathay intends to distribute the Shares covered by its request under this Section 1 by means of an underwriting, it shall so advise BFC as a part of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration request made pursuant to this Section 1. The underwriter may be selected by Cathay but shall be subject to the Demand Notice might interfere with or adversely affect the negotiations or completion approval of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction")BFC, which shall not be unreasonably withheld.

Registration Upon Request. (a) At any time beginning 180 days after Upon the date hereof, written request of the Majority Holders may request by written notice (a "Demand Notice") to the Company holder or holders of Registrable Shares that are MSCP Securityholders or Co-Investors requesting that the Company effect the registration under the Securities 1933 Act of a number of Registrable Securities at least equal to 5% all or part of the shares of the Common Stock then outstanding, stating Registrable Shares held by such holder or holders and specifying the intended method or methods of disposition of such shares. The Registrable Shares (including pursuant to Rule 415 under the 1933 Act), the Company will promptly give written notice of such requested registration rights contemplated to all holders of Registrable Shares and thereupon will use its best efforts to effect the registration under the 1933 Act, as expeditiously as is reasonable, of: (i) the Registrable Shares that the Company has been so requested to register by this Section 2.1 may be exercised only three such holder or holders, for disposition in accordance with the intended method or methods of disposition stated in such request; and (3ii) times all other Registrable Shares that the Company has been requested to register by the Majority Holders during holders of Registrable Shares by written request delivered to the term Company within 20 Business Days after the giving of this Agreementsuch written notice by the Company (which request shall specify the intended method or methods of disposition of such Registrable Shares), all to the extent requisite to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of the Registrable Shares so to be registered; provided, however, the request for registration shall -------- ------- not be deemed made if either that: (iA) the Registration Statement does Company shall not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for at any time be required to effect any registration will be deemed made pursuant to this Section 4.1 unless the Selling Holders reimburse the Company requests from holders of Registrable Shares for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the registration cover an aggregate number of Registrable Securities requested Shares with an aggregate market value on the date of the initial request for such registration of at least (1) $50 million, in the case of a request involving a Public Offering, or (2) $15 million in the case of any other public offering; (B) the Company shall not be required to effect a registration pursuant to this Section 4.1, other than with a registration statement on Form S-3 or a similar short-form registration statement, within a period of 12 months after the effective date of any other registration statement relating to any registration request under this Section 4.1 or to any registration of which prior notice shall have been given to all holders of outstanding Registrable Shares pursuant to Section 4.2 that was not effected with a registration statement on Form S-3 or a similar short-form registration statement; (C) if the Company shall have previously effected a registration pursuant to this Section 4.1 or shall have previously effected a registration of which prior notice shall have been given to all holders of outstanding Registrable Shares pursuant to Section 4.2, the Company shall not be required to effect a registration pursuant to this Section 4.1 until a period of six months shall have elapsed from the effective date of the most recent such registration; and (D) with respect to any registration statement filed, or to be filed, pursuant to this Section 4.1, if the Board of Directors determines that, in its judgment, it would (because of the existence of plans or negotiations regarding any material acquisition involving, or the sale or recapitalization of, the Company or any of its subsidiaries or any material financing activity, or the existence of material non-public information about the Company, or the unavailability of any required financial statements, or any other event or condition of similar significance to the Company and its subsidiaries, taken as a whole) be significantly disadvantageous (a “Disadvantageous Condition”) to the Company and its Affiliates, taken as a whole, for such a registration statement to become effective, or to be maintained effective, the Company shall, notwithstanding any other provision of this Article IV, be entitled, upon the giving of a written notice (a “Delay Notice”) to such effect to each holder of Registrable Shares included or to be included in such registration statement, to cause such registration statement to be withdrawn and the effectiveness of such registration is reduced by 15% or more pursuant statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to Section 2.1(c). Within five file any such registration statement, until, in the judgment of the Board of Directors, such Disadvantageous Condition no longer exists (5) business days after receipt notice of a Demand Notice, which the Company shall notify all other Holders and offer promptly deliver to them the opportunity holders of Registrable Shares with respect to include their which any such registration statement has been filed, or was to have been filed), but in no event for longer than 180 days after the date of the Delay Notice. Upon receipt of any notice of the existence of a Disadvantageous Condition, such holders of Registrable Securities Shares selling securities pursuant to an effective registration statement will forthwith discontinue use of the prospectus contained in such registrationregistration statement and, if so directed by the Company, each such holder of Registrable Shares will deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of the prospectus then covering such Registrable Shares current at the time of receipt of such notice, and, in the event no registration statement has yet been filed, all drafts of the prospectus covering such Registrable Shares. Notwithstanding the foregoing provisions of this subparagraph (D), no registration statement filed and subsequently withdrawn by reason of any existing or anticipated Disadvantageous Condition as hereinabove provided shall count as one of the six registration statements referred to in Section 4.1(b), or count against the limitation in Section 4.1(a)(ii)(B) or 4.1(a)(ii)(C). The Company may not give a Delay Notice more than once in any period of 12 consecutive months. (b) Upon receipt of such requestAnything herein to the contrary notwithstanding, the Company shallshall not be obligated to file more than four registration statements pursuant to this Section 4.1 that are initiated by the MSCP Securityholders, and two registration statements pursuant to this Section 4.1 that is initiated by the Co-Investors; provided, however, no registration statement filed pursuant to this Article IV shall count as soon as practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all one of the registration statements referred to in this Section 4.1(b) unless sales of Registrable Securities that Holders of such securities Shares registered thereunder shall have requested that the Company register, and use its best efforts to cause such Registration Statement to become effectivebeen consummated. (c) In The Company shall pay all Registration Expenses in connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders each of the Company; provided, however, that if the -------- ------- managing underwriter registrations of such offering reasonably determines in good faith and delivers to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended Registrable Shares effected by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration it pursuant to this Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each)4.1. (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) In connection with any firm commitment underwriting pursuant to the person(s) who delivered the Demand Noticethis Section 4.1, the Company shall be entitled to postpone filing of will not register securities for sale for the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion account of any Transaction (as defined below), as the case may be) if (i) Persons other than the Company is contemplating filing a registration statement in and holders of Registrable Shares. (e) In connection with the any underwritten offering with respect to which holders of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a Registrable Shares shall have requested registration pursuant to this Section 4.1, the Demand Notice might interfere with or adversely affect holders of a majority of the negotiations or completion of any transaction that is being contemplated by the Company at the time Registrable Shares participating in such offering shall have the right to delay is exercised (a "Transaction")select the managing underwriter with respect to such offering.

Registration Upon Request. (a) At any time beginning 180 days (and from time to time) from and after the date hereofearlier to occur of (i) the closing of the initial issuance, the Majority Holders may request by written notice (a "Demand Notice") offering and sale to the Company public of the Company's securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) October 31, 1991, and upon the written request of any Qualified Holder(s) (as defined below) of Registrable Securities (as defined below) requesting that the Company effect the registration under the Securities Act and the rules and regulations thereunder of a number of any Registrable Securities at least equal to 5% of the shares of the Common Stock then outstanding, stating held-by such Qualified Holder(s) (which request shall state the intended method of disposition of by such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3Qualified Holder(s)) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (b) Upon receipt provide prompt written notice of such requestrequested registration to all holders of Registrable Securities, and thereupon, the Company shall, as soon expeditiously as may be practicable, prepare and file a Registration Statement with the SEC on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and use its best efforts to cause such Registration Statement effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to become effective. (c) In connection register, for disposition in accordance with any Registration Statement filed the intended method of disposition stated in response to such request, ; and (ii) all other Registrable Securities the registered holders of which shall have requested to be registered within 30 days after the receipt of the aforementioned written notice by the Company, at its option, may include a primary offering ; all to the extent requisite to permit the disposition by the holder of additional the shares of Common Stock and/or may include shares constituting Registrable Securities to be sold by other stockholders so sold. The Company shall not be required to effect more than two registrations of Registrable Securities pursuant to this Section 1(a) (the "Requested Registration Limit") and shall not be required to effect any such registration if the anticipated aggregate offering price of the CompanyRegistrable securities to be registered (net of underwriting discounts, commissions and spreads), is less than $5,000,000 in the aggregate; provided, however, that if should the -------- ------- managing underwriter of Company fail to comply, with Section 1(c)(ii) hereof, any such offering reasonably determines registration shall not be counted in good faith and delivers to the Selling Holders a written opinion that determining the number of shares otherwise available registration requests which remain under the Requested Registration Limit; and, provided, further, anything to be included the contrary in this Section 1 notwithstanding, and irrespective of the Requested Registration Limit, in the Registration Statement event the Company is such that eligible to effect a registration under the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then Securities Act using Form S-3 (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand or other comparable short-form registration pursuant to Section 2.1(astatement), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number holders of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for having a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 days of delivery of the Demand Notice, or (ii) the Company determines in good faith that a registration pursuant to the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction").fair

Registration Upon Request. (ai) At any time, and from time beginning 180 days after to time, commencing on the date hereofEffective Date, upon the Majority Holders may written request by written notice (a the "Demand Notice") to the Company of any Qualified Holder(s) (as hereinafter defined) requesting that the Company Big effect the registration under the Securities Act of a number 1933, as amended (the "Securities Act") of Registrable Securities (as hereinafter defined) to be sold in a firm commitment underwritten public offering for cash, which, in the aggregate, constitute at least equal to 520% of the shares of Registrable Securities issued to the Common Stock Shareholder pursuant to the Merger for each registration hereunder, Big shall (within forty-five (45) days of the receipt of such Notice) file with the Commission a registration statement to register under the Securities Act (a "Demand Registration") the Registrable Securities which Big has been requested to register and use its best efforts to, as expeditiously as may be practicable, have such registration statement declared effective by the Commission, provided that no Qualified Holder(s) shall be permitted to request a Demand Registration within three (3) months of the effective date of any registration statement for equity securities of Big (other than on Form S-4 or Form S-8 or any successor or similar form). A request for a Demand Registration will not count as the use of such right unless the registration statement to which it relates is declared effective under the Securities Act and remains effective for a period (not less than three (3) months sufficient to allow for the orderly sale of the Registrable Securities covered thereby, except that such exercise shall count if such registration statement is withdrawn because the Qualified Holders, for any reason whatsoever, determine not to proceed with such registration; provided, however, if any Qualified Holder should elect to withdraw its Registrable Securities from the registration as a result of the proration provisions of Section 3(a) or 3(b) in which such Qualified Holder is not permitted to register at least fifty percent (50%) of the number of shares requested by such Qualified Holder to be registered in such registration (a "50% Withdrawal"), then outstandingsuch request for registration shall not be considered a Demand Registration for purposes of Section 2(a)(iii)(B). (ii) Within ten (10) Business Days of receipt of the Notice by Big, stating Big shall provide notice (the "Holder Notice") to all Qualified Holders of such demand. The Holder Notice shall set forth, at a minimum, the number and class of Registrable Securities to be registered, the proposed date of filing of the related registration statement, and the proposed means of distribution of such Registrable Securities, and the proposed managing underwriter or underwriters of such Registrable Securities. Upon the written request of any Qualified Holder delivered to Big within five (5) days after its receipt of such Holder Notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Qualified Holder and the intended method of disposition thereof), such Registrable Securities of such shares. The Qualified Holder shall be included in such registration rights contemplated by statement as if such Qualified Holder had joined in such demand. (iii) It is hereby agreed that (A) if Big shall have previously effected a Demand Registration pursuant to this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided2(a), however, the request for registration it shall -------- ------- not be deemed made if either required to effect a subsequent Demand Registration until a period of at least one hundred twenty (i120) days shall have elapsed from the Registration Statement does not become effective under date of the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses statement used in connection with such previous Demand Registration Statementand (B) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or Big shall not be required to effect more than four (ii4) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more Demand Registrations pursuant to this Section 2.1(c2(a). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration. (biv) Upon receipt of such request, the Company shall, as soon as practicable, prepare and file a If any Demand Registration Statement with the SEC on an appropriate form under the Securities Act with respect pursuant to all this Section 2(a) is proposed to be effected by means of the Registrable Securities that Holders use of such securities have requested that Form S-3 (or any similar short-form registration statement which is a successor to Form S-3) and the Company register, and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter shall advise Big in writing that in its opinion the use of such offering reasonably determines in good faith and delivers another permitted form is of material importance to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would offering, then such registration shall be materially and adversely affected and, accordinglyeffected by the use of such other permitted form. (v) As used in this Agreement, the total number term "Registrable Securities" means any and all (A) shares of shares to be included Big Common Stock received by the Qualified Holders in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all Merger or upon conversion of the Registrable Securities designated for sale Big Preferred Stock received, if any, by all Selling the Qualified Holders participating in the demand registration pursuant to Section 2.1(a), Merger in exchange for the Registration Statement shall not include any shares to be offered of common stock of Hollywood beneficially owned by them on the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2)date hereof, and (iiB) if the Registration Statement does not include all any other of the Registrable Securities designated for sale Big Common Stock issued or issuable with respect to any shares of Big Common Stock or Preferred Stock described in clause (A) above by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration way of a Company Offering (as defined below) stock dividend or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement stock split or in connection with the offering a combination, exchange, reorganization, recapitalization or reclassification of its securities (a "Company Offering") within 90 days of delivery of the Demand NoticeBig securities, or (ii) the Company determines in good faith that a registration pursuant to a merger, consolidation or other similar business combination transaction involving Big. Reference in this Section 2(a) to specified numbers of shares shall be equitably adjusted to reflect any such occurrences referred to in the Demand Notice might interfere with or adversely affect the negotiations or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction")preceding sentence.

Registration Upon Request. (a) At If the Company shall be requested in writing at any time beginning 180 days after or from time to time by any of CHP, Dresdner and Offshore (hereinafter the date hereof"Initiating Stockholder"), the Majority Holders may request by written notice (a "Demand Notice") to the Company that the Company effect the registration under the Securities Act of a number of Registrable Securities at least equal shares of Common Stock or Preferred Stock (which request shall specify the aggregate number of shares of Common Stock and Preferred Stock intended to 5% be offered and sold by the Initiating Stockholder, shall describe the nature or method of the shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times proposed offer and sale thereof and shall contain an undertaking by the Majority Holders during Initiating Stockholder to cooperate with the term Company in order to permit the Company to comply with all applicable requirements of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if and the Selling Holders withdraw rules and regulations thereunder and to obtain acceleration of the Registration Statement, provided in case effective date of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(cstatement). Within five (5) business days after receipt of a Demand Notice, the Company shall (i) promptly notify all other Holders and offer to them each of the opportunity to include their Registrable Securities in such registration. (b) Upon receipt remaining Stockholders of such requestproposed registration, and (ii) use its best efforts to effect, as expeditiously as possible, the Company shall, as soon as practicable, prepare registration (and file a Registration Statement with to keep such registration continuously effective until all of the SEC shares covered thereby have been distributed) on an appropriate form under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that Common Stock and Preferred Stock which the Company register, has been requested to register by the Initiating Stockholder and use its best efforts to cause such Registration Statement to become effective. (c) In connection with any Registration Statement filed in response to such request, the Company, at its option, may include a primary offering of additional shares of Common Stock and/or may include shares to be sold each other Stockholder requesting registration by other stockholders of the Company; provided, however, that if the -------- ------- managing underwriter of such offering reasonably determines in good faith and delivers notice to the Selling Holders a written opinion that the number of shares otherwise to be included in the Registration Statement is such that the success of the underwritten offering would be materially and adversely affected and, accordingly, the total number of shares to be included in the Registration Statement is reduced to the amount recommended by such underwriter, then (i) unless the Registration Statement includes all of the Registrable Securities designated for sale by all Selling Holders participating in the demand registration pursuant to Section 2.1(a), the Registration Statement shall not include any shares to be offered by the Company or sold by other stockholders (including other Holders exercising incidental registration rights pursuant to Section 2.2), and (ii) if the Registration Statement does not include all of the Registrable Securities designated for sale by such Selling Holders, the number of Registrable Securities included in the Registration Statement shall be allocated among such Selling Holders pro rata (based on the number of Registrable Securities held by each). (d) Notwithstanding the foregoing, upon delivery of written notice (deliverable no later than 10 days after delivery of the Demand Notice) to the person(s) who delivered the Demand Notice, the Company shall be entitled to postpone filing of the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, for a reasonable period of time (not to exceed the shorter of 90 days or the Company's termination of consideration of a Company Offering (as defined below) or completion of any Transaction (as defined below), as the case may be) if (i) the Company is contemplating filing a registration statement in connection with the offering of its securities (a "Company Offering") within 90 20 days of delivery of the Demand NoticeCompany's notice, subject to the limitations set forth in Section 5(c)(1) hereof. If the Initiating Stockholder so elects, the offering of all or (ii) the Company determines in good faith that a registration portion of such Common Stock and Preferred Stock pursuant to the Demand Notice might interfere registration shall be in the form of an underwritten offering and the managing underwriter or underwriters selected for such offering shall be selected by the Initiating Stockholder and reasonably acceptable to the Company. The Initiating Stockholder shall provide the Company with notice of the identify of the managing underwriter or adversely affect underwriters it has selected a reasonable time prior to the negotiations or completion commencement of any transaction that is being contemplated by the Company at the time the right to delay is exercised (a "Transaction")such underwritten offering.