Common use of Registrations Clause in Contracts

Registrations. (a) Subject to the provisions herein, at any time and from time to time after the Stockholder Approval Date, the Investor may make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registration, the Company will notify all other Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include all or a portion of such Investor’s Registrable Securities in the Demand Registration shall have the right to do so, subject to the terms and conditions applicable. (b) Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement pursuant to a Demand Registration to be filed by the Filing Date and to be be declared effective under the Securities Act within forty-five (45) days after the filing thereof, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Investor (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Investor of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424. (c) Notwithstanding any other provision of this Agreement, if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by the Investor, the number of Registrable Securities to be registered on such Registration Statement will be reduced (i) first, by reducing the shares of Common Stock that the Company proposes to sell; and (ii) second, by reducing the Registrable Securities to be included therein by the Investors, such cutbacks to be apportioned amongst all Investors including Registrable Securities in such Registration Statement, pro rata based on the number of Registrable Securities initially proposed to be registered by such Investors. In the event of a cutback pursuant to this Section 3.02(c), the Company shall give the Investor at least five (5) Trading Days prior written notice along with the calculations as to the Investor’s allotment. In the event the Company amends the Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended.

Registrations. (ai) Subject Prior to the provisions hereinseventh anniversary of the date hereof, at any time and from time to time a maximum of two Demand Registrations may be requested by each Stockholder. On or after the Stockholder Approval Dateseventh anniversary of the date hereof, the Investor may make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a only one Demand Registration may be requested by each Stockholder; provided that such Stockholder shall specify the number of Registrable Securities proposed not have previously requested two Demand Registrations which were effected, or deemed to be sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registrationhave been effected, the Company will notify all other Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes pursuant to include all or a portion of such Investor’s Registrable Securities in the Demand Registration shall have the right to do so, subject to the terms and conditions applicable. (b) Subject to the terms of this Agreement, in which event such Stockholder may not request any further Demand Registrations. A registration will not count as one of the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement pursuant to a Demand Registration to be filed Registrations requested by the Filing Date Stockholder until it has become effective and to be be declared effective under the Securities Act within forty-five (45) days after the filing thereof, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement unless either (i) the requesting Stockholder and Stockholder Affiliates have been sold, thereunder or pursuant to Rule 144, registered and sold at least 90% of the Registrable Shares they requested be included in such registration or (ii) may be sold without volume the registration has remained effective and current for at least 90 days. Acquiror will pay all Registration Expenses in connection with any registration initiated as a Demand Registration requested hereunder. Should a Demand Registration not become effective due to the failure of the Stockholders to perform their obligations under this Agreement or manner-of-sale restrictions pursuant the inability of the Stockholders to Rule 144 and without reach agreement with the requirement underwriters on price or other customary terms for such transaction (provided that if the registration does not become effective because of such inability then, on one occasion, at the election of the requesting Stockholder, it shall not count as a Demand Registration if the requesting Stockholder pays Acquiror for all of the Registration Expenses in respect thereof), or in the event the requesting Stockholder withdraws or does not pursue the request for the Company to be Demand Registration (in each of the foregoing cases, provided that at such time Acquiror is in compliance in all material respects with the current public information requirement its obligations under Rule 144this Agreement), as determined by the counsel to the Company pursuant to a written opinion letter to then such effect, addressed and acceptable to the Investor (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Demand Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Investor of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424deemed to have been effected. (cii) Notwithstanding any other provision Each Demand Registration effected prior to the third anniversary of this Agreement, if the SEC or any SEC Guidance sets forth a limitation on the number date hereof must be in respect of Registrable Securities permitted Shares with a fair market value in excess of $50,000,000; each Demand Registration effected on or after the third anniversary of the date hereof and prior to the fifth anniversary of the date hereof must be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion in respect of Registrable Securities), unless otherwise directed Shares with a fair market value in writing by excess of $75,000,000; each Demand Registration effected on or after the Investor, fifth anniversary of the number date hereof must be in respect of Registrable Securities to be registered on such Registration Statement will be reduced (i) first, by reducing the shares Shares with a fair market value in excess of Common Stock that the Company proposes to sell$100,000,000; and (ii) second, by reducing the Registrable Securities to be included therein by the Investorsin each case, such cutbacks to be apportioned amongst all Investors including value shall include Registrable Securities in such Registration Statement, pro rata based on the number of Registrable Securities initially proposed to be registered by such Investors. In the event of a cutback Shares included pursuant to this Section 3.02(c3 hereof. (c), the Company shall give the Investor at least five (5) Trading Days prior written notice along with the calculations as to the Investor’s allotment. In the event the Company amends the Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended.

Registrations. (a) Subject If the Company has elected to effectuate a public registration of shares of the provisions herein, at any time and from time to time after Company's Common Stock for the Stockholder Approval Date, the Investor may make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for a Demand RegistrationCompany's account, the Company will notify all other Investors holding Registrable Securities give prompt notice to Shareholder (the "Company's Notice"). The Company's Notice shall describe the date of proposed filing and the date by which the registration rights granted pursuant to this Section 1 must be exercised, the nature and method of any such registration and shall include a listing of the demandjurisdictions, if any, in which the Company proposes to register or qualify the securities under the applicable securities or "Blue Sky" laws of such jurisdictions. Upon receipt of the Company's Notice, Shareholder may request, in writing, that the Company effect the public registration of the shares then held by Shareholder and purchased in accordance with the Stock Purchase Agreement (which request shall specify the aggregate number of shares intended to be registered by Shareholder, shall describe the nature or method of the proposed registration and shall contain an undertaking by Shareholder to cooperate fully with the Company in order to permit the Company to comply with all applicable requirements of the relevant securities laws and the rules and regulations thereunder and to obtain acceleration of the effective date of the registration statement contemplated thereby), and each Investor holding Registrable Securities who wishes to include all or a portion of such Investor’s Registrable Securities in the Demand Registration shall have the right to do so, subject to the terms and conditions applicable. (b) Subject to the terms of this Agreement, the Company shall will use its commercially reasonable best efforts to cause a Registration Statement filed under this Agreement all shares as to which registration has been requested by Shareholder to be included in the Company's registration statement. The registration rights granted pursuant to this Section 1 may not be exercised more than once, whether exercised in whole or in part (provided, however, that any request made pursuant to this Section 1 which does not result in the declaration of effectiveness of a Demand Registration to be filed registration statement covering the shares owned by Shareholder, whether as a result of the withdrawal of the registration statement by the Filing Date and to Company or through other action or inaction of the Company or otherwise, shall not be be declared effective under counted in determining the Securities Act within forty-five (45) days after the filing thereof, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) number of times registration rights have been sold, thereunder or exercised pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Investor (the “Effectiveness Period”this Section 1). The Company shall telephonically request effectiveness be entitled to postpone the filing of a Registration Statement as any registration statement if the Company's Board of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify Directors reasonably determines, in good faith, that such registration would not be in the Investor best interests of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424Company. (c) Notwithstanding any other provision of this Agreement, if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by the Investor, the number of Registrable Securities to be registered on such Registration Statement will be reduced (i) first, by reducing the shares of Common Stock that the Company proposes to sell; and (ii) second, by reducing the Registrable Securities to be included therein by the Investors, such cutbacks to be apportioned amongst all Investors including Registrable Securities in such Registration Statement, pro rata based on the number of Registrable Securities initially proposed to be registered by such Investors. In the event of a cutback pursuant to this Section 3.02(c), the Company shall give the Investor at least five (5) Trading Days prior written notice along with the calculations as to the Investor’s allotment. In the event the Company amends the Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended.

Registrations. a. On the earlier to occur of (ai) Subject the next filing by the Company of a registration statement on Form S-3 providing for the resale of its securities by security holders of the Company or (ii) August , 1997 and, in any event, subject to the provisions hereinreceipt of necessary information from the Holder, at any time the Company shall file with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 or other appropriate form (the "Registration Statement"), which may include other selling stockholders, providing for the resale of the Warrant Shares (the "Registrable Shares") by the Holder from time to time after the Stockholder Approval Date, the Investor may make a written demand for registration in accordance with Rule 415 promulgated under the Securities Act Act, or any similar rule that may be adopted by the Commission. The Company shall use its best efforts to cause the Registration Statement to become effective by October , 1997 and the Company shall use its best efforts to keep the Registration Statement effective until the earlier of (a) the time all the Registrable Shares have been sold pursuant to the Registration Statement or part (b) 60 days after the expiration date of their the Warrant. The Company shall promptly furnish to the Holder such number of copies of the Registration Statement and any amendment thereto and of the prospectus included therein and any supplement thereto as the Holder shall reasonably require to facilitate the public sale of the Registrable Shares. b. The Company shall promptly prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the entire applicable period and in compliance with the provisions of subsection (e) below; and cause each prospectus to be supplemented, and as so supplemented to be filed (if required) with the Commission pursuant to Rule 424 of the General Rules and Regulations promulgated under the Securities Act. c. The Company shall use its best efforts to register or qualify the Registrable Securities under all applicable state securities or "blue sky" laws of such jurisdictions in the United States as may be from time to time reasonably requested by any holder of the Warrant or Warrant Shares; provided, however, that the Company shall not be required to (i) qualify as a “Demand Registration”). Any demand for a Demand Registration shall specify foreign corporation in any jurisdiction where it would not be otherwise required to so qualify, (ii) take any action that would subject it to general service of process or taxation in any jurisdiction if it is not then so subject, (iii) provide any undertakings that cause more than nominal expense or burden to the number Company, or (iv) make any change in its charter or by-laws, which in each case the Board of Registrable Securities proposed Directors of the Company determines to be sold contrary to the best interests of the Company and its shareholders. d. The Company shall promptly notify each holder of the intended method(sWarrant or Warrant Shares (i) of distribution thereof. Within thirty when the Registration Statement has been declared effective and when any post-effective amendments thereto have been declared effective by the Commission, (30ii) days following receipt of any request by the Commission or any state securities authority for post-effective amendments and/or supplements to the Registration Statement, (iii) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of the Registration Statement and (iv) the happening of any event as a Demand Registrationresult of which the prospectus contained in the Registration Statement or any supplement to such prospectus is not in compliance with subsection (e)(iii) hereof. e. The Company shall use its best efforts to assure that (i) the Registration Statement and any amendment thereto, and any prospectus forming a part thereof and any supplement thereto, complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) the Registration Statement and any amendment thereto does not at any time during the applicable period contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) the prospectus forming part of the Registration Statement and any supplement to such prospectus (as amended or supplemented from time to time) does not at any time during the applicable period include an untrue statement or a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. f. The Company shall be responsible for, and shall pay in due course, any and all expenses incident to the performance by the Company of its obligations under this Warrant, including, but not limited to: (i) all Commission and NASD registration and filing fees; (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws; (iii) all expenses of printing and distributing the Registration Statement, any prospectus, and any amendments or supplements thereto; and (iv) the fees and disbursements of counsel for the Company and of the independent pubic accountants of the Company. g. The Company hereby agrees to indemnify and hold harmless each Holder, its partners, officers, directors and representatives, and each Person, if any, who controls such Holder within the meaning of the Securities Act or the Exchange Act, against any and all losses, liabilities, claims, damages, costs and expenses whatsoever, as incurred (including all attorneys' fees and costs incurred in enforcing this indemnity provision), arising out of any breach by the Company of any representation, warranty or covenant in this Warrant, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding anything to the contrary contained herein, the indemnification described above shall not apply to amounts paid in settlement of any loss, liability, claim, damage, cost or expense if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (g): (i) shall not apply to a claim arising out of or based upon a violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Holder or underwriter for such Holder expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company to the Holder for review and approval and (ii) with respect to any preliminary prospectus shall not inure to the benefit of any such person from whom the person asserting any such claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company pursuant to Section 12(a) hereof. h. As long as the Company is subject to the reporting requirements of Section 13 or Section 15 of the Exchange Act, the Company will notify all other Investors holding Registrable Securities shall promptly file the reports required to be filed by it pursuant to Section 13(a) or 15(d) of the demandExchange Act and the rules and regulations adopted by the Commission thereunder. If the Company is at any time not required to file such reports, it shall promptly make publicly available such information as is necessary to permit sales of its Common Stock pursuant to Rule 144 of the General Rules and Regulations promulgated under the Securities Act. i. If at any time the Company shall determine to register any of its securities under the Securities Act, other than on Form S-8 or Form S-4 or their then equivalents or as provided in subsection (a) hereof, it shall send to each Investor holding Holder of the Registrable Securities Shares, including each Holder who wishes to include all or a portion of such Investor’s Registrable Securities in the Demand Registration shall have has the right to do soacquire Registrable Shares, subject to the terms and conditions applicable. (b) Subject to the terms written notice of this Agreementsuch determination and, if within 10 days after receipt of such notice, such Holder shall so request in writing, the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Agreement pursuant to a Demand Registration include in such registration statement all or any part of the Registrable Shares such Holder requests to be filed registered therein, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Filing Date and to be be declared effective under Company, the Securities Act within forty-five (45) days after the filing thereof, and managing underwriter shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Investor (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Investor of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424. (c) Notwithstanding any other provision of this Agreement, if the SEC or any SEC Guidance sets forth impose a limitation on the number of Registrable Securities permitted shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to be registered on effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a particular Registration Statement as a secondary offering contractual, incidental (and notwithstanding that the Company used diligent efforts "piggy-back") right to advocate with the SEC for include such securities in the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by the Investor, the number of Registrable Securities statement and as to be registered on such Registration Statement will be reduced (i) first, by reducing the shares of Common Stock that the Company proposes to sell; and (ii) second, by reducing the Registrable Securities to be included therein by the Investors, such cutbacks to be apportioned amongst all Investors including Registrable Securities in such Registration Statement, pro rata based on the number of Registrable Securities initially proposed to be registered by such Investors. In the event of a cutback which inclusion has been requested pursuant to this Section 3.02(c)such right, then the Company shall give be obligated to include in such registration statement only such limited portion (which may be none) of the Investor at least five (5) Trading Days prior written notice along Registrable Shares with the calculations as respect to the Investor’s allotment. In the event the Company amends the Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or which such other form available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amendedXxxxxx has requested inclusion hereunder.

Registrations. (a) 5.3.1. Subject to Licensee’s compliance with its obligations under this Section 5.3, Licensor shall be responsible at its discretion for the provisions execution, filing and prosecution of any applications and the maintenance and renewal of the registration of the Licensed Marks. 5.3.2. Licensor will reasonably cooperate with Licensee in, and Licensor will take reasonable steps to keep Licensee fully advised of, (i) the execution, filing and prosecution of any applications relating to the Licensed Marks that Licensor may choose in its discretion to file, (ii) the maintenance of registrations existing at the date hereof or filed pursuant to the immediately preceding clause (i), including the renewals thereof and (iii) the recording of this Agreement or the entry of Licensee as a registered or authorized user of the Licensed Marks in any jurisdictions in which such action is required by Law to protect the Licensed Marks or advisable in the reasonable opinion of Licensor or requested by Licensee. For the purposes provided in this Section 5.3.2, Licensee shall supply Licensor with such reasonable information concerning sales and other dispositions of any products bearing the Licensed Marks as Licensor may reasonably request, and shall supply to Licensor such samples, containers, labels, letterheads and other similar materials bearing the Licensed Marks as may be required by Licensor to aid Licensor in completing the actions described herein, at . 5.3.3. If Licensor files any time and from time to time new application for registration of the Licensed Marks after the Stockholder Approval Datedate of this Agreement, Licensor shall, to the Investor may make a written demand extent permitted by Law, register the Licensed Marks (i) for use in connection with the Co-Branded Business and (ii) for use in connection with the products of the Security Services Division, if such registration occurs during the SSD Transition Period, in addition, in the case of clauses (i) and (ii), to any other uses for which Licensor decides to register the Licensed Marks. 5.3.4. Licensor will own all right, title and interest in and to any and all applications for registration under of the Securities Act Licensed Marks, whether filed before or after the date of all this Agreement, and such applications and subsequent registrations shall be deemed incorporated in the defined term “Licensed Marks”. 5.3.5. Licensee will not, as long as Licensor shall own rights in the Licensed Marks, do or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed cause to be sold done any act or thing disparaging, disputing, attacking, challenging, impairing, diluting, or in any way tending to harm the reputation or goodwill of the Licensed Marks associated with Licensor or its Subsidiaries. 5.3.6. If Licensor is required, or at the sole discretion of Licensor it is advisable, for the purpose of making this Agreement enforceable, or for the purpose of maintaining, enhancing or protecting Licensor’s rights in the Licensed Marks or Licensed Corporate Name, to record this Agreement or to enter Licensee as a registered or authorized user of the Licensed Xxxx or Licensed Corporate Name, Licensor will attend to such recording or entry. Licensee will promptly and the intended method(s) of distribution thereof. Within thirty (30) days following receipt at no cost to Licensor execute and deliver to Licensor such additional instruments or documentation as Licensor may provide and reasonably request, including, without limitation, execution and delivery of any request agreement required by local law, with terms consistent with this Agreement, for a Demand Registration, the Company will notify all other Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include all recordal or a portion of such Investor’s Registrable Securities registration in the Demand Registration relevant country or jurisdiction in the event that this Agreement shall have the right be deemed by Licensor to do so, subject to be unsuitable for recordal or entry. The terms and conditions of this Agreement (and not the terms and conditions applicableof such agreement required by local law entered into for recording or entry purposes) shall remain binding between the Parties and shall govern and control any controversy that may arise with respect to each Party’s rights and obligations hereunder; provided, however, that if specific terms and conditions of any such agreement required by local law differ from the comparable terms and conditions of this Agreement and enforcement of the comparable terms and conditions of this Agreement pursuant to this Section 5.3.6 either (i) would be uncertain or improper under the laws of a jurisdiction or (ii) would adversely affect Licensor’s rights in and to the Licensed Marks or Licensed Corporate Name in a jurisdiction, then the specific terms and conditions of the agreement required by local law shall be controlling in such jurisdiction. (b) Subject to 5.3.7. Upon the terms termination or expiration of this Agreement, the Company shall use Licensee and each Sublicensee that has “Lenovo” or in its commercially reasonable efforts to cause a Registration Statement filed under this Agreement pursuant to a Demand Registration to be filed by the Filing Date and to be be declared effective under the Securities Act within forty-five (45) days after the filing thereof, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Investor (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company corporate name shall immediately notify file to have its name changed by removing “Lenovo” or as the Investor of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424case may be. (c) Notwithstanding any other provision of this Agreement, if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by the Investor, the number of Registrable Securities to be registered on such Registration Statement will be reduced (i) first, by reducing the shares of Common Stock that the Company proposes to sell; and (ii) second, by reducing the Registrable Securities to be included therein by the Investors, such cutbacks to be apportioned amongst all Investors including Registrable Securities in such Registration Statement, pro rata based on the number of Registrable Securities initially proposed to be registered by such Investors. In the event of a cutback pursuant to this Section 3.02(c), the Company shall give the Investor at least five (5) Trading Days prior written notice along with the calculations as to the Investor’s allotment. In the event the Company amends the Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended.

Registrations. (a) Subject At any time commencing 120 days after the effectiveness of the registration statement under the Securities Act relating to the provisions hereinCompany's IPO (such date of effectiveness, at any time the "IPO Date") and from time to time after ending on the Stockholder Approval first anniversary of the IPO Date, the Investor Purchaser may make a written demand for request registration under the Securities Act of all or part of their its Registrable Securities (on Form S-1 or any similar or successor form. Upon a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registration, the Company will notify all other Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include all or a portion of such Investor’s Registrable Securities in the Demand Registration shall have the right to do so, subject Purchaser pursuant to the terms and conditions applicable. (b) Subject to the terms of this Agreementimmediately preceding sentence, the Company shall use its commercially reasonable efforts take such actions as shall be necessary to cause file a Registration Statement filed under this Agreement pursuant with respect to a Demand the Shares before the 181st day following the IPO (the "Effective Date") and shall take such commercially reasonable actions as may be necessary to cause such Registration Statement with respect to the Shares to become effective on or before the Effective Date. Notwithstanding the foregoing, the Company shall not be filed by the Filing Date required to file and to be be have declared effective under the Securities Act within forty-five more than one registration pursuant to this Agreement. (45b) days after the filing thereof, and shall use its commercially reasonable efforts The Company will pay all Registration Expenses with respect to keep such any Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or filed pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Investor (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Investor of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424Section 2. (c) Notwithstanding The Company will not include in any other provision Registration any securities which are not Registrable Securities without the written consent of this AgreementPurchaser, if the SEC or offering relating to the Registration is not an underwritten offering. If the offering relating to the Registration is an underwritten offering, then the Company may include in any SEC Guidance sets forth Registration other securities which are not Registrable Securities; provided, that in the event any such other securities are so included, and the managing underwriter determines that market conditions require a limitation on the number of Registrable Securities permitted to securities which may be registered on a particular Registration Statement as a secondary offering (offered and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities)sold, unless otherwise directed in writing by the Investor, the number of Registrable Securities to be registered on such Registration Statement will be reduced (i) first, the Purchaser shall have the first right to include all of its Registrable Securities in the offering before any securities held by reducing the shares of Common Stock that other selling shareholders or the Company proposes to sell; and may be included in the offering, (ii) second, securities held by reducing stockholders of the Registrable Securities to Company other than Purchaser shall first be included therein by excluded from the Investors, such cutbacks to be apportioned amongst all Investors including Registrable Securities in such Registration Statement, pro rata based on offering and (iii) securities being offered for the number account of Registrable Securities initially proposed to be registered by such Investors. In the event of a cutback pursuant to this Section 3.02(c), the Company shall give next be excluded from the Investor at least five offering. (5d) Trading Days prior written notice along with The Purchaser will have the calculations as right to determine whether the Investor’s allotment. In the event the Company amends the offering pursuant to any Registration Statement in accordance with shall be an underwritten offering. If the foregoingPurchaser determines that such offering will be an underwritten offering, the Company will use its commercially reasonable efforts have the right to file select the investment banker(s) and manager(s), if any, to administer such offering, subject to the approval of the Purchaser, which approval will not unreasonably be withheld. (e) Except as provided in this Agreement and the Existing Registration Rights Agreements, the Company will not grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, without the written consent of Purchaser. The Company shall obtain the consent of the holders of securities under all Existing Registration Rights Agreement to the grant of the registration rights provided for herein and the waiver of such holders of any rights to priority upon a Registration that are inconsistent with the SECpriorities set forth in Section (c) above. (f) The Company may, as promptly as allowed by Commission or SEC Guidance provided upon written notice to the Company or Purchaser, require the Purchaser to registrants cease use of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Registration StatementStatement and Prospectus contained therein for a period not to exceed 30 days, as amendedif in the reasonable judgment of the Company, disclosure of an item of material nonpublic information would be materially detrimental to the Company. The Company may not impose more than one "blackout" period under this Section 2(f) in any one year period and any blackout period shall increase the number of days for which the Company must keep the Registration statement effective by a number of days equal to the length of the blackout.

Registrations. (a) Subject If the Company has elected to effectuate a public registration of shares of the provisions herein, at any time and from time to time after Company's common stock for the Stockholder Approval Date, the Investor may make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for a Demand RegistrationCompany's account, the Company will notify all other Investors holding Registrable Securities give prompt notice to Shareholder (the "Company's Notice"). The Company's Notice shall describe the date of proposed filing and the demand, and each Investor holding Registrable Securities who wishes date by which the registration rights granted pursuant to include all or a portion of such Investor’s Registrable Securities in the Demand Registration shall have the right to do so, subject to the terms and conditions applicable. (b) Subject to the terms of this AgreementSection 1 must be exercised, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement pursuant to a Demand Registration to be filed by the Filing Date nature and to be be declared effective under the Securities Act within forty-five (45) days after the filing thereofmethod of any such registration, and shall use its commercially reasonable efforts include a listing of the jurisdictions, if any, in which the Company proposes to keep such Registration Statement continuously effective register or qualify the securities under the Securities Act until all Registrable Securities covered applicable securities or "Blue Sky" laws of such jurisdictions. Upon receipt of the Company's Notice, Shareholder may request, in writing, that the Company effect the public registration of the Common Stock then held by such Registration Statement Shareholder (i) have been sold, thereunder or pursuant which request shall specify the aggregate number of shares intended to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant registered by Shareholder and shall contain an undertaking by Shareholder to Rule 144 and without cooperate fully with the requirement for Company in order to permit the Company to be in compliance comply with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Investor (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Investor all applicable requirements of the effectiveness relevant securities laws and the rules and regulations thereunder and to obtain acceleration of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424. (c) Notwithstanding any other provision of this Agreement, if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securitiesstatement contemplated thereby), unless otherwise directed in writing by the Investor, the number of Registrable Securities to be registered on such Registration Statement will be reduced (i) first, by reducing the shares of Common Stock that the Company proposes to sell; and (ii) second, by reducing the Registrable Securities to be included therein by the Investors, such cutbacks to be apportioned amongst all Investors including Registrable Securities in such Registration Statement, pro rata based on the number of Registrable Securities initially proposed to be registered by such Investors. In the event of a cutback pursuant to this Section 3.02(c), the Company shall give the Investor at least five (5) Trading Days prior written notice along with the calculations as to the Investor’s allotment. In the event the Company amends the Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable best efforts to file with cause all shares as to which registration has been requested by Shareholder to be included in the SEC, Company's registration statement on terms and conditions at least as promptly as allowed by Commission or SEC Guidance provided favorable to the Shareholder as those offered with respect to the other securities of the Company or included therein. If a registration pursuant to registrants this Agreement involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in generalsuch registration pursuant hereto and pursuant to any other rights granted by the Company to holders of its securities who request inclusion of any such securities in such registration exceeds the number which can be sold in an orderly manner in such offering, one or more registration statements on Form S-3 or the Company shall nonetheless include in such other form available registration, pro rata among the respective security holders making request to register for resale those Registrable Securities that were not registered for resale on be included, the Registration Statement, as amendednumber of securities so requested to be included which in the reasonable opinion of such underwriter can be sold.

Registrations. (a) Subject The Company shall, on or before May 31, 2004, use its best efforts to file with the provisions herein, at any time and from time to time after the Stockholder Approval Date, the Investor may make SEC a written demand Registration Statement for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed an offering to be sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for made on a Demand Registration, the Company will notify continuous basis pursuant to Rule 415 covering all other Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include all or a portion of such Investor’s Registrable Securities in the Demand Registration shall have the right to do so, subject to the terms and conditions applicable. (b) Subject to the terms of this Agreement, the Securities. The Company shall use its commercially reasonable best efforts to cause a such Registration Statement filed under this Agreement pursuant to a Demand Registration to be filed by the Filing Date and to be be declared effective under the Securities Act within forty-five 120 days of such filing. (45b) days after The Company shall have the filing right to terminate or withdraw any Registration initiated by it under this Section 2 prior to the effectiveness of the Registration Statement. Such termination or withdrawal shall not give the Purchaser a right to include Registrable Securities in a future Registration where the Purchaser’s rights under this Agreement have been terminated prior to the Company’s withdrawal or termination of the Registration Statement. (c) In connection with any offering involving an underwriting of shares of Common Stock, the Company shall not be required under this Section 2 to include any of the Holder’s securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company. If the total amount of securities, including the Registrable Securities, requested by the Holder to be included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Holder shall not be entitled to include the Registrable Securities in the offering. (d) The Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resales by the Holder thereof, and . The Company shall use its commercially reasonable best efforts to keep such the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for date which is 9 months from the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Investor date of filing (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Investor of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of ) or such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424. (c) Notwithstanding any other provision of this Agreement, if the SEC or any SEC Guidance sets forth a limitation on the number of shorter period ending when all Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing covered by the Investor, the number of Registrable Securities to be registered on such Registration Statement will be reduced (i) first, by reducing the shares of Common Stock that the Company proposes to sell; and (ii) second, by reducing the Registrable Securities to be included therein by the Investors, such cutbacks to be apportioned amongst all Investors including Registrable Securities in such Registration Statement, pro rata based on the number of Registrable Securities initially proposed to be registered by such Investors. In the event of a cutback pursuant to this Section 3.02(c), the Company shall give the Investor at least five (5) Trading Days prior written notice along with the calculations as to the Investor’s allotment. In the event the Company amends the Registration Statement have been sold in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, manner set forth and as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities contemplated in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended.

Registrations. (a) Subject The Company shall use reasonable efforts to prepare and file with the provisions herein, at any time SEC a Registration Statement (the "Registration Statement") on Form S-3 available for the registration and resale of Registrable Securities under the 1933 Act in connection with the Acquisition by the Holders from time to time after time, covering all the Stockholder Approval DateRegistrable Securities issued in connection with the Acquisition, and shall use reasonable efforts to have the Investor Registration Statement filed as soon as reasonably practicable following the Closing Date (as defined in the Asset Purchase Agreement). The Company may make delay filing such Registration Statement for a written demand for registration under maximum of up to 90 days if it is not permitted to do so by the Securities and Exchange Commission, or if then-current matters affecting the Company require such delay, in the reasonable discretion of the Company (including without limitation any inability by the Company to incorporate by reference into its Registration Statements pursuant to the Securities Exchange Act of all or part of their Registrable Securities (a “Demand Registration”1934, as amended). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registration, the Company will notify all other Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include all or a portion of such Investor’s Registrable Securities in the Demand Registration shall have the right to do so, subject to the terms and conditions applicable. (b) Subject to the terms of this AgreementA reasonable time before filing a Registration Statement or prospectus or any amendment or supplement thereto, the Company shall use its commercially reasonable efforts will furnish to cause a Registration Statement filed under this Agreement pursuant to a Demand Registration to be filed by the Filing Date and to be be declared effective under Holders of the Securities Act within forty-five (45) days after the filing thereof, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company copies of all such documents proposed to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Investor (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Investor of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424filed. (c) Notwithstanding any other provision of this Agreement, if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (The Company shall prepare and notwithstanding that the Company used diligent efforts to advocate file with the SEC for such amendments and supplements to each Registration Statement filed hereunder and the registration prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) the time when all or a greater portion of Registrable Securities), unless otherwise directed in writing by the Investor, the number of Registrable Securities to be registered on covered by such Registration Statement will be reduced (i) first, have been sold by reducing the shares of Common Stock that the Company proposes to sell; Holders and (ii) second, by reducing the date as of which each Holder is entitled to sell Registrable Securities covered by such Registration Statement held by such Holder pursuant to Rule 144 under the 1933 Act. (d) Subject to the limitations set forth in this Agreement, and subject to compliance with the obligations imposed by federal and state securities laws, each Holder shall be included therein by the Investors, such cutbacks entitled to be apportioned amongst all Investors including include his/her shares of Registrable Securities in such the Registration Statement, pro rata based on the number of Registrable Securities initially proposed to be registered by such Investors. In the event of a cutback pursuant to this Section 3.02(c), the Company shall give the Investor at least five (5) Trading Days prior written notice along with the calculations Statement without limit as to the Investor’s allotment. In the event the Company amends the Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants amount of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amendedshares.

Registrations. (a) Subject The Company shall use its best efforts to prepare and file with the provisions herein, at any time and SEC a registration statement (the "Registration Statement") on a form available for the registration of Registrable Securities under the 1933 Act for the resale of the Registrable Securities issued in connection with the Exchange by the Holders from time to time after time, covering all the Stockholder Approval Date, the Investor may make a written demand for registration under the Securities Act of all or part of their Registrable Securities issued in connection with the Exchange, and shall use its best efforts to have the Registration Statement filed as soon as practicable following the Closing Date (a “Demand Registration”as defined in the Exchange Agreement). Any demand for a Demand , and shall use its reasonable best efforts to cause the Registration shall specify the number of Registrable Securities proposed Statement to be sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registration, the Company will notify all other Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include all or a portion of such Investor’s Registrable Securities in the Demand Registration shall have the right to do so, subject to the terms and conditions applicabledeclared effective as soon as possible thereafter. (b) Subject to the terms of this AgreementA reasonable time before filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall use its commercially reasonable efforts will furnish to cause a Registration Statement filed under this Agreement pursuant to a Demand Registration to be filed by the Filing Date and to be be declared effective under Holders of the Securities Act within forty-five (45) days after the filing thereof, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company registration statement copies of all such documents proposed to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Investor (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Investor of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424filed. (c) Notwithstanding any other provision of this Agreement, if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (The Company shall prepare and notwithstanding that the Company used diligent efforts to advocate file with the SEC for such amendments and supplements to each registration statement filed hereunder and the prospectus used in connection therewith as may be necessary to keep the registration statement effective until the earlier of all or a greater portion of Registrable Securities), unless otherwise directed in writing by the Investor, the number of Registrable Securities to be registered on such Registration Statement will be reduced (i) first, the time when all the Registrable Securities covered by reducing such registration statement have been sold by the shares of Common Stock that the Company proposes to sell; Holders and (ii) second, by reducing the date as of which each Holder is entitled to sell all remaining Registrable Securities covered by such registration statement held by such Holder, without limitation as to volume, pursuant to Rule 144 under the 1933 Act. (d) Subject to the limitations set forth in Section 1.8 hereof and subject to compliance with the obligations imposed by federal and state securities laws, each Holder shall be included therein by the Investors, such cutbacks entitled to be apportioned amongst all Investors including Registrable Securities in such Registration Statement, pro rata based on the number make sales of Registrable Securities initially proposed to be registered by such Investors. In the event of a cutback pursuant to this Section 3.02(c), the Company shall give the Investor at least five (5) Trading Days prior written notice along with the calculations as to the Investor’s allotment. In the event the Company amends the Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more an effective registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amendedstatement without limit.

Registrations. (a) Subject to the provisions herein, at any time and from time to time Within 45 days after a request therefor which is given by QVC not earlier than 18 months after the Stockholder Approval Date, the Investor may make a written demand for registration under the Securities Act date of all or part issuance of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registrationthis Warrant, the Company will notify shall file a registration statement under the Act which covers all other Investors holding Registrable Securities shares underlying this Warrant, whether or not vested, or for which this Warrant shall theretofore have been exercised. The Company shall use its best efforts to cause such registration statement to become effective and to remain effective until 90 days after the expiration of the demand, and each Investor holding Registrable Securities who wishes to include all or a portion of such Investor’s Registrable Securities in the Demand Registration shall have the right to do so, subject to the terms and conditions applicablethis Warrant . (b) Subject If prior to the terms of this Agreementperiod when the Underlying Shares may be publicly sold pursuant to Rule 144 under the Act or pursuant to the registration statement referred to in Section (a), the Company shall use its commercially reasonable efforts file a registration statement under the Act to cause cover the public sale of Common Stock by any shareholder of the Company (other than a Registration Statement filed under this Agreement pursuant to a Demand Registration to be registration statement on Form S-8), the Company shall at QVC's request include in such registration statement which is filed by the Filing Date and to be be declared effective under the Securities Act within forty-five (45) days after the filing thereofCompany all shares underlying this Warrant, and whether or not vested, or for which this Warrant shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) theretofore have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Investor (the “Effectiveness Period”)exercised. The Company shall telephonically request effectiveness give to Holder notice of a Registration Statement such registration as soon as practicable (but not less than 30 days) prior to the filing of 5:00 p.m. Eastern Time on a Trading Daythe registration statement. The Company shall immediately notify need not include any shares in any registration statement under this Section (b) if the Investor underwriters of any offering covered thereby provides the Company and QVC an opinion in writing that states that the inclusion of the effectiveness of requested shares in the offering will have a Registration Statement material adverse effect on the same Trading Day offering price or the Company's ability to complete the offering; provided that this sentence shall not apply unless the Company telephonically confirms effectiveness with grants to Holder the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day right to demand an additional registration statement commencing 90 days after the effective date consummation of the offering as to which such Registration Statement, file a final Prospectus with underwriters shall have made such objection. Holder's request as aforesaid may be given only during the SEC as required by Rule 42430-day period after the Company shall have given the notice aforesaid to Holder. (c) Notwithstanding any The expenses of each registration hereunder (other provision of this Agreement, if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to than underwriting discounts and commissions) shall be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing borne by the Investor, Company. (d) As a condition to the number inclusion of Registrable Securities to be registered on such Registration Statement will be reduced (i) first, by reducing the any shares of Common Stock that the Company proposes to sell; and (ii) second, by reducing the Registrable Securities to be included therein by the Investors, such cutbacks to be apportioned amongst all Investors including Registrable Securities in such Registration Statement, pro rata based on the number of Registrable Securities initially proposed to be registered by such Investors. In the event of a cutback pursuant to this Section 3.02(c)any registration statement hereunder, the Company shall give the Investor at least five (5) Trading Days prior written notice along with the calculations as to the Investor’s allotment. In the event may require that Holder execute in favor of the Company amends the Registration Statement indemnity and similar agreements (other than lock-up agreements) which are conventional in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants transactions of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amendedthis type.

Registrations. 2.1 Demand Registrations (a) Subject to Timing of Demand Registrations Beginning six (6) months after the provisions hereincompletion of a Qualified Public Offering, any Investor Group that holds at least 50% of the New Preferred Shares such Investor Group initially acquired (or Registrable Securities converted therefrom) may request in writing at any time and from time to time after that the Stockholder Approval Date, the Investor may make Company file a written demand for registration Registration Statement under the Securities Act on an appropriate form (which form shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution thereof and shall include all financial statements required by the SEC to be filed therewith) providing for the resale of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number shares of Registrable Securities proposed to be sold and that are the intended method(s) subject of distribution thereof. Within thirty such request within one hundred twenty (30120) days following receipt from the effective date of any request for a Demand Registrationsuch Registration Statement. Following such request, the Company will notify all other Investors holding shall file with the SEC, as soon as possible but in any event within sixty (60) days of receipt of such request, such a Registration Statement covering the Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes requested to include all or a portion of be included in such Investor’s Registrable Securities in the Demand Registration shall have the right to do so, subject to the terms and conditions applicable. (b) Subject to the terms of this Agreement, the registration. The Company shall use its commercially reasonable efforts to cause a the Registration Statement filed under this Agreement pursuant to a Demand Registration to be filed by the Filing Date and to be be declared become effective under the Securities Act within forty-five (45) days after the filing thereof, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144as soon as reasonably possible, as determined in good faith by the counsel to Company. The Company shall effect such registration of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Company Registrable Securities of any other Holder or Holders of Registrable Securities joining in such request pursuant to a written opinion letter to such effect, addressed and acceptable to the Investor (the “Effectiveness Period”Section 2.1(d). The Company shall telephonically request effectiveness of a keep any Registration Statement required by this Section 2.1(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify Section 2.5 hereof and in conformity with the Investor requirements of this Agreement, the Securities Act and the policies, rules and regulations of the effectiveness SEC as announced from time to time, until the earlier of a (x) the date on which all Registrable Securities registered pursuant to such Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of have been sold pursuant to such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after Statement and (y) one hundred twenty (120) days from the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424. (c) Notwithstanding any other provision of this Agreement, if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by the Investor, the number of Registrable Securities to be registered on such Registration Statement will be reduced (i) first, by reducing the shares of Common Stock that the Company proposes to sell; and (ii) second, by reducing the Registrable Securities to be included therein by the Investors, such cutbacks to be apportioned amongst all Investors including Registrable Securities in such Registration Statement, pro rata based on the number of Registrable Securities initially proposed to be registered by such Investors. In the event of a cutback pursuant to this Section 3.02(c), the Company shall give the Investor at least five (5) Trading Days prior written notice along with the calculations as to the Investor’s allotment. In the event the Company amends the Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amendedprovided that such one hundred twenty (120) day period shall be extended on a day-for-day basis for each day that the Registration Statement and related Prospectus were not available for use by the Holders.

Registrations. (a) Subject to the provisions herein, If at any time and from time prior to time after the Stockholder Approval Expiration Date, the Investor may make Company shall propose to file a written demand Registration Statement for the purpose of a primary or secondary offering for itself or any securityholder of the Company (the "Initiating Securityholder") under the Act, including the Company's Initial Public Offering, on Form X-0, X-0 or S-3 or any equivalent general form or any other Company offering for registration of Common Stock under the Securities Act with respect to a public offering of Common Stock, the Company shall as promptly as practicable, but in no event later than thirty (30) days prior to the proposed filing date, give notice of such intention to each Holder and upon the request in writing of any such Holder within fifteen (15) days after receipt of any such notice (which request shall specify the Warrants or Warrant Stock intended to be sold or disposed of by such Holder), the Company will include in such Registration Statement all such Warrants or part Warrant Stock specified in such request to be so registered. In the event such Registration Statement shall be filed for the purpose of their Registrable Securities complying with any demand registration requirement of the shares of stock represented by or issued pursuant to the Electra Warrant (a “Demand Registration”"Electra Stock"). , the Warrant Stock shall be the first shares to be included in such Registration (after the inclusion of the Electra Stock) or if underwriters restrict or reduce the number of shares subject to such Registration Statement, the Warrant Stock shall be the last shares removed to effect such reduction prior to any reduction in the number of shares of Electra Stock subject to such Registration Statement. (b) Any demand request for a Demand Registration registration shall specify the number of Registrable Securities proposed shares of Warrant Stock as to be sold which such request relates, express the Applicable Holders' present intention to offer such Warrant Stock for distribution and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registration, the Company will notify contain an undertaking to provide all other Investors holding Registrable Securities of the demand, such information and each Investor holding Registrable Securities who wishes to include materials and take all or a portion of such Investor’s Registrable Securities in the Demand Registration shall have the right to do so, subject to the terms actions and conditions applicable. (b) Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement pursuant to a Demand Registration to be filed by the Filing Date and to be be declared effective under the Securities Act within forty-five (45) days after the filing thereof, and shall use its commercially reasonable efforts to keep execute all such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) documents as may be sold without volume or manner-of-sale restrictions pursuant required in order to Rule 144 and without the requirement for permit the Company to be in compliance comply with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Investor (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Investor all applicable requirements of the effectiveness Commission, to obtain acceleration of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such the Registration Statement, file a final Prospectus with the SEC as required by Rule 424. (c) Notwithstanding any other provision of this AgreementStatement and to enter into satisfactory underwriting arrangements, if the SEC or any SEC Guidance sets forth a limitation on the number distribution of Registrable Securities permitted Warrant Stock is to be registered on a particular Registration Statement as a secondary offering (underwritten. Any request shall designate an Authorized Holder and notwithstanding that the Company used diligent efforts to advocate with the SEC such Authorized Holder's address for the registration purpose of all or a greater portion of Registrable Securities), unless otherwise directed in writing by delivering notices under the Investor, the number of Registrable Securities to be registered on such Registration Statement will be reduced (i) first, by reducing the shares of Common Stock that the Company proposes to sell; and (ii) second, by reducing the Registrable Securities to be included therein by the Investors, such cutbacks to be apportioned amongst all Investors including Registrable Securities in such Registration Statement, pro rata based on the number of Registrable Securities initially proposed to be registered by such Investors. In the event of a cutback pursuant to this Section 3.02(c), the Company shall give the Investor at least five (5) Trading Days prior written notice along with the calculations as Agreement to the Investor’s allotment. In the event the Company amends the Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amendedApplicable Holders.

Registrations. (a) Subject On or prior to the provisions herein, at any time and from time to time 30th day after the Stockholder Approval Closing Date (the “Filing Date, the Investor may make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registration, the Company will notify all other Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include all or a portion of such Investor’s Registrable Securities in the Demand Registration shall have the right to do so, subject to the terms and conditions applicable. (b) Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts prepare and file with the Commission a registration statement (the “Registration Statement”) covering the resale of all of the Registrable Securities for an offering to cause be made on a continuous basis pursuant to Rule 415. The Registration Statement filed under this Agreement pursuant required hereunder shall be on Form S-1. The Company shall cause the Registration Statement to a Demand Registration to be filed by the Filing Date and to be be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event not later than the 120th day after the Closing Date (the “Effectiveness Date”), and shall use its commercially reasonable best efforts to keep such the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement the earlier of (i) three years from the Effectiveness Date, (ii) the date when all securities underlying the Notes and Warrants have been sold, sold thereunder or pursuant to Rule 144, ; or (ii) iii)the date when all securities underlying the Notes and Warrants may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Investor Company’s transfer agent and the Purchaser (the “Effectiveness Period”). The Company shall telephonically request effectiveness maximum amount of a Registrable Securities that may be included in the Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Investor of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which at any one time shall be the date requested for effectiveness of such Registration Statement. The Company shall, limited by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the SEC Rule 415 or as may otherwise be required by Rule 424. (c) Notwithstanding any other provision of this Agreement, if the SEC or any SEC Guidance sets forth Commission. In the event that there is a limitation by the Commission on the number of Registrable Securities permitted that may be included for registration on the Registration Statements at one time, the removal of the securities shall be applied, first to be registered on a particular Registration Statement as a secondary offering the Conversion Shares then to the Warrant Shares issuable upon exercise of the Warrants (and notwithstanding that the “Order of Cutback”). The foregoing notwithstanding, the Company used diligent efforts undertakes to advocate with the SEC for the registration register a minimum of all or a greater portion of Registrable Securities), unless otherwise directed in writing by the Investor, the number of Registrable Securities to be registered on such Registration Statement will be reduced (i) first, by reducing the 2,000,000 shares of Common Stock that on behalf of Purchaser in the Company proposes to sell; and Registration Statement (ii) second, by reducing the Registrable Securities to be included therein by the Investors, such cutbacks to be apportioned amongst all Investors including Registrable Securities in such “Registration Statement, pro rata based on the number of Registrable Securities initially proposed to be registered by such InvestorsShares”). In the event of a cutback pursuant to this Section 3.02(c)event, any Registrable Securities shall be removed from the Registration Statement, the Company shall give promptly advise any Purchaser holding such Registrable Securities. (b) If at any time until two years after the Investor at least five (5) Trading Days prior Closing Date there is not an effective registration statement covering all of the Conversion Shares, and Warrant Shares and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities, but excluding Forms S-4 or S-8 and similar forms which do not permit such registration, then the Company shall send to each holder of any of the Securities written notice along with the calculations as to the Investor’s allotment. In the event of such determination and, if within fifteen calendar days after receipt of such notice, any such holder shall so request in writing, the Company amends shall include in such registration statement all or any part of the Registration Statement Conversion Shares, and Warrant Shares such holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights and any cutbacks in accordance with guidance provided by the foregoingSecurities and Exchange Commission (including, but not limited to, Rule 415). The obligations of the Company under this Section may be waived by any holder of any of the Securities entitled to registration rights under this Section 11.1. The holders whose Conversion Shares, and Warrant Shares are included or required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement. Notwithstanding anything to the contrary herein, the registration rights granted hereunder to the holders of Securities shall not be applicable for such times as such Conversion Shares, and Warrant Shares may be sold by the holder thereof without restriction pursuant to Section 144(b)(1) of the 1933 Act. In no event shall the liability of any holder of Securities or permitted successor in connection with any Conversion Shares, and Warrant Shares included in any such registration statement be greater in amount than the dollar amount of the net proceeds actually received by such Subscriber upon the sale of the Conversion Shares, and Warrant Shares sold pursuant to such registration or such lesser amount in proportion to all other holders of Securities included in such registration statement. All expenses incurred by the Company in complying with Section 11, including, without limitation, all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the NASD, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of registrable securities are called "Selling Expenses." The Company will use its commercially reasonable efforts to file pay all Registration Expenses in connection with the SEC, as promptly as allowed registration statement under Section 11. Selling Expenses in connection with each registration statement under Section 11 shall be borne by Commission or SEC Guidance provided the holder and will be apportioned among such holders in proportion to the Company number of Shares included therein for a holder relative to all the Securities included therein for all selling holders, or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amendedall holders may agree.