Common use of Request by Holders Clause in Contracts

Request by Holders. Upon receipt of a written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt If the Company shall, at any time after the date of the initial public offering of the Company, receive a written request from the Holders that hold of at least twenty thirty percent (2030%) of the Registrable Securities then outstanding (the “Requesting Holders”) Outstanding that the Company register file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. Upon receipt of If the Company receives at any time a written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which that the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which that is ninety one hundred and eighty (90180) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt of a the written request from of any Holder or Holders that hold who, in the aggregate, own at least twenty percent (20%) 15% of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register effect the registration under the Securities Act of all or part of such Holder's or Holders' Registrable Securities held by Requesting Holders (a “Demand Request”)and specifying the intended method of disposition thereof, then the Company shall, within ten (10) days after receipt of such Demand Request, will promptly give written notice of such request (“Request Notice”) requested registration to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose Act of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by such Holder or Holders; and (ii) all other Registrable Securities which the Requesting Holders and Company has been requested to register by any other Holders who Holder thereof by written request given to the Company that their Registrable Securities be registered within twenty 15 days after the giving of such written notice by the Company (20) days which request shall specify the intended method of the mailing of the Request Notice, providing for the registration under the Securities Act disposition of such Registrable Securities to the extent necessary Securities), so as to permit the disposition of such Registrable Securities (in accordance with the intended method thereof as aforesaid) of distribution specified the Registrable Securities so to be registered; provided, that, unless Holders of a majority of the Registrable Securities consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 4(a) (i) unless the aggregate requests by the Holder or Holders for such Demand Request; registration cover at least 15% of the number of Registrable Securities then outstanding or (ii) use its reasonable best efforts (other than a registration statement on Form S-3 or any successor or similar short-form registration statement) within a period of nine months after the effective date of any other registration statement relating to have such Registration Statement declared effective (A) any registration request under this Section 4(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or (B) any registration effected under Section 3, or (iii) if with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the SEC as soon as practicable thereafter; and refrain from Company at the end of its fiscal year, in which case the filing any other Registration Statements, other than pursuant may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect be registered agree to any other securities pay the expenses of the Company until in connection with such date which is ninety (90) days following effectiveness of an audit other than the Registration Statement filed in response to the Demand Requestregular audit).

Request by Holders. Upon receipt of a written request from one or more Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company Partnership register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company Partnership shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (a “Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities; provided that any Demand Request must relate to Registrable Securities having a fair market value equal to or greater than $5,000,000 based on the average closing price of the Common Units on the New York Stock Exchange (or such other exchange on which the Common Units may then be listed) for the five business days immediately prior to the Demand Request (the “Minimum Amount”). Following receipt of a Demand Request, the Company Partnership shall: (i) cause to be filed, as soon as practicable, but within ninety thirty (9030) days of the date of delivery to the Company Partnership of the Demand Request, a Registration Statement covering such Registrable Securities which the Company Partnership has been so requested to register by the Requesting Holders and other Holders who request to the Company Partnership that their Registrable Securities be registered within twenty ten (2010) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its commercially reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafterthereafter and no later than ninety (90) days after the filing of such Registration Statement; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company Partnership until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt of a the written request from of the Holders that hold of at ------------------ least twenty percent (20%) 10% of the Registrable Securities then outstanding Shares (calculated on the “Requesting Holders”based on the number in clause (i) of its definition) that BAMSI effect the Company register Registrable registration under the Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt Act of all or part of such Demand RequestHolders' Registrable Shares, and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give written notice of such request (“Request Notice”) requested registration to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose Act of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: : (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities Shares which the Company BAMSI has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of at least 10% of the mailing of Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the Request Notice, providing for the registration under the Securities Act giving of such Registrable Securities to written notice by BAMSI (which request shall specify the extent necessary to permit the intended method of disposition of such Registrable Securities Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in accordance such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the intended method of distribution specified SEC in connection therewith but prior to such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement demand registration being declared effective by the SEC or (II) which is not declared effective solely as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities result of the Company until failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such date which is ninety (90) days following effectiveness event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the Registration Statement filed 21-day period referred to in response clause (ii) above, BAMSI will notify all the Holders to be included in the Demand Requestregistration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon receipt If the Company receives at any time commencing on the earlier of (i) one hundred and eighty (180) days after the closing of the Company’s underwritten IPO and (ii) the completion by the Company of a merger, consolidation, sale, transfer, lease or other conveyance of all or substantially all of the assets or any other similar business combination or transaction with another company listed on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq Small Cap Market, a written request from Holders that hold at least twenty twenty-five percent (2025%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders for sale in an underwritten public offering (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Such Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, of and (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Requestan underwritten public offering; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other equity securities of the Company until such date which is ninety (90) days following effectiveness of during the Registration Statement filed in response to the Demand Requestapplicable Lock-Up Period.

Request by Holders. Upon receipt of If the Company receives at any time a written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety one hundred and eighty (90180) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt If the Company receives at any time after the earlier of (i) the first anniversary of the date hereof or (ii) the completion by the Company of a merger, consolidation, sale, transfer, lease or other conveyance of all or substantially all of the assets or any other similar business combination or transaction with another company listed on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, a written request from Holders that hold at least twenty thirty-five percent (2035%) of the Registrable Securities then outstanding (the “Requesting Holders”"REQUESTING HOLDERS") that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”"DEMAND REQUEST"), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”"REQUEST NOTICE") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt of At any time on or after the Effective Date, if the Company receives at any time a written request from Holders that hold owning at least twenty percent (20%) 50% of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) 60 days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) 20 days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request, together with, subject to Section 2.1(d), any additional shares of Common Stock to be issued by the Company or owned by any other holder that may be entitled to participate in such registration, that the Company or such holder may desire to sell in connection with the proposed distribution; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) 180 days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt of If the Company shall receive a written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) a Holder that the Company register file a Registration Statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders pursuant to this Section 2.1 (a “Demand Request”"Holder Notice"), then the Company shall, within ten (10) days after 10 Business Days of the receipt of such Demand RequestHolder Notice, give written notice of such request (“Request "Company Notice”") to all Holders. Each Demand Request shall (x) specify The Holders shall, within 20 days after receipt of the Company Notice, deliver written notice to the Company of the number of Registrable Securities that Holders electing to participate in the Requesting Holders intend to sell or dispose ofdemand rights under this Section 2.1(a) ("Inclusion Notice"), (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause shall use its commercially reasonable efforts to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that Holders request to be registered in the Inclusion Notice, subject only to the extent necessary limitations of this Section 2.1. Notwithstanding the foregoing and provided that SJMB, L.P. shall be entitled to permit one demand registration under this Section 2.1 regardless of its percentage of the disposition Registrable Securities Then Outstanding, the Company shall not be required to effect a registration under this Section 2.1(a) if (x) the Registrable Securities requested by all Holders to be registered in the Inclusion Notice is less than 8% of the Registrable Securities Then Outstanding, (y) the Company has, within the six month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.1, or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.2, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety registration) pursuant to the provisions of Section 2.2(a) or (90z) days following effectiveness at the time of the Company's receipt of the Holder Notice, the filing of the Registration Statement filed in response or at any time during which the Registration Statement is effective, the Company is not eligible to register ("S3 Eligible") the Demand Requestresale of shares by Holders on Form S-3 under General Instructions I.A and I.B.3 to Form S-3 (or applicable successor form).

Request by Holders. Upon receipt If the Company receives at any time commencing on the date that is one hundred and eighty (180) days after the closing of the Company’s underwritten IPO, a written request from Holders that hold at least twenty fifty percent (2050%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request NoticeNotice by the Company, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its commercially reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt If the Company receives at any time after the earlier of (i) December 31, 2009, and (ii) one hundred and eighty (180) days after the closing of the Company’s first firmly underwritten public offering of its shares of Common Stock, a written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register at least forty percent (40%) of the Registrable Securities held (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) originally covered by Requesting Holders this Agreement which, in the aggregate, have a reasonably anticipated gross offering price to the public (net of Selling Expenses) of not less than $5,000,000 (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (xi) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose ofof pursuant to the Demand Request, and (yii) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) 2.1.1 cause to be filedfiled or confidentially submitted, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and all or such portion of the Registrable Securities of any other Holders who which such Holders’ request the Company be registered, as specified in a notice to the Company that their Registrable Securities be registered given within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request;; and (ii) 2.1.2 use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt If the Company shall receive at any time (but not within 12 months of the effective date of another Demand Registration Statement effected by the Company on behalf of any Holder pursuant to this Section 2.2), a written request ("Demand Notice") from Holders any Holder who holds Registrable Securities in excess of 1% of the then outstanding number of shares of Class A Common Stock (each such Person eligible to make a request, an "Eligible Holder" and each such Person who makes a request, a "Requestor") that hold at least twenty percent the Company file a Registration Statement under the Securities Act covering the Registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within fifteen (20%15) business days of the receipt of the Demand Notice, give written acknowledgment of such request ("Request Acknowledgment") to each Eligible Holder (if any). If an Eligible Holder desires to include in any such Registration Statement all or any part of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”)such Eligible Holder, then the Company Eligible Holder shall, within ten (10) days after receipt of the Request Acknowledgement from the Company, so notify the Company in writing, and in such Demand Request, give written notice shall inform the Company of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities the Eligible Holder wishes to include in such Registration Statement. Eligible Holders who elect to participate in an offering pursuant to this Section 2.2 or pursuant to Section 2.3 (including but not limited to a Requestor) are referred to collectively as "Selling Shareholders". The Company shall effect, as soon as reasonably practicable, the Registration under the Securities Act of all Applicable Securities which the Selling Shareholders request to be registered and included in such Registration, subject only to the limitations of this Section 2.2; provided that the Requesting Holders intend Applicable Securities requested by the Requestor(s) to sell or dispose of, be registered pursuant to such request must either: (yi) state the intended method or methods be at least ten percent (10%) of sale or disposition of the all Registrable Securities and then outstanding (zbut having an anticipated aggregate public offering price of at least $5,000,000) specify the expected or (ii) have an anticipated aggregate public offering price range (net of before any underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other not less than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request$10,000,000.

Request by Holders. Upon receipt If the Company receives at any time after the date that is the six (6) month anniversary of the date of this Agreement a written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by such Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to (A) all HoldersHolders and (B) all Holders as defined in the Equity Trust Registration Rights Agreement. Each Demand Request shall (x) specify the number outstanding principal amount of Registrable Securities that the Requesting Holders intend to sell or dispose of, and (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedfiled or, as soon as practicableif permitted by the Securities Act, but confidentially submitted, within ninety sixty (9060) days of the date of delivery to the Company of the first Demand RequestRequest and within thirty (30) days of the date of delivery to the Company of any second or third Demand Request (subject to Section 2(d)(ii) hereof), a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders of Registrable Securities who request to the Company that their Registrable Securities be registered within twenty ten (2010) days of the mailing of the after such Request NoticeNotice is deemed given to such Holders in accordance with Section 12 hereof (a “Participation Request”), providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request;; and (ii) use its commercially reasonable best efforts to have such Registration Statement declared or otherwise become effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt If the Company receives at any time commencing nine (9) months following the closing of a Qualifying PO, a written request (a “Demand Request”) from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding Investors (the “Requesting Holders”) that hold at least fifty percent (50%) of the Registrable Securities then outstanding, that the Company register the Common Stock into which the Registrable Securities held by Requesting Holders (a “Demand Request”)is convertible, then the Company shall, within ten (10) 20 days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to GPB Debt Holdings II, LLC (“GPB”) and all Holdersholders of Registrable Securities. Each Demand Request shall (x) specify the number of Registrable Securities shares of Common Stock that the Requesting Holders intend to sell or dispose of, ; (y) state the intended method or methods of sale or disposition of the Registrable Securities Common Stock; and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable SecuritiesCommon Stock. Following receipt of a Demand Request, if GPB in its sole discretion consents to the Demand Request, the Company shall: (i1) cause to be filed, as soon as practicable, but in any event within ninety (90) 150 days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities shares of Common Stock which the Company has been so requested to register by the Requesting Holders and other Holders holders of Registrable Securities who request to the Company that their Registrable Securities securities be registered within twenty (20) 20 days of the mailing of the Request Notice, providing for the registration under the Securities 1933 Act of such Registrable Securities securities to the extent necessary to permit the disposition of such Registrable Securities securities in accordance with the intended method of distribution specified in such Demand Request; (ii2) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and and (3) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) 120 days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt of From and after December 30, 2004 (the “Registration Rights Commencement Date”), if the Company receives a written request from Holders that hold at least twenty thirty percent (2030%) of the Registrable Securities then outstanding Shares (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the type and number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the such Registrable Securities Securities, including any intention to effect sales by means of an underwritten offering, and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which that the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty fifteen (2015) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request;; and (ii) use its commercially reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt of If the Company receives at any time a written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) a Holder that the Company register Registrable Securities held by Requesting Holders a Holder (a “Demand Request”), then the Company shallshall promptly, but in any event within ten two (102) days after Business Days, notify all Holders in writing of the receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shalland: (i) use reasonable best efforts to cause to be filedfiled or confidentially submitted, as soon as practicable, but in any case within ninety forty-five (9045) days of the date of delivery to the Company of the Demand Request, a Registration Statement registration statement covering such Registrable Securities (the “Demand Registration Statement”) which the Company has been so requested to register by the Holder (such Holder, together with its respective Affiliates (other than the Company), a “Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request NoticeHolder”), providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement registration statement declared effective by the SEC Commission as soon as practicable thereafterthereafter but in any event within ninety (90) days of the date of delivery of the Demand Request; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), registrations with respect to any other securities of the Company until such date which is ninety forty-five (9045) days following effectiveness of the Registration Statement registration statement filed in response to the Demand RequestRequest other than registrations filed pursuant to or in connection with the Prior Registration Rights Agreement.

Request by Holders. Upon receipt of At any time on or after the Closing Date, if the Company receives at any time a written request from Holders that hold owning at least twenty percent (20%) 50% of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) 30 days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) 20 days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request;, together with, subject to Section 2.1(e), any additional shares of Common Stock to be issued by the Company or owned by any other holder that may be entitled to participate in such registration, that the Company or such holder may desire to sell in connection with the proposed distribution; and (ii) use its commercially reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt If the Company (i) receives at any time commencing on the date of this Agreement and ending on the completion by the Company of an initial public offering of Common Stock (an “IPO”) pursuant to an effective Registration Statement under the Securities Act, a written request from (A) any Holder (each Holder making a request pursuant to this Section 1.2(a), a “Requesting Holder”) that holds as of the time it makes such request a number of shares of Common Stock equal to at least 20% of the aggregate number of shares of outstanding Common Stock as of the Effective Date or (B) Holders that hold at least twenty percent (20%) a majority in the aggregate of the Registrable Securities then outstanding or (ii) at any time following the “Requesting Holders”completion of an IPO by the Company pursuant to an effective Registration Statement under the Securities Act, a written request from any Holder or Holders requesting registration of an aggregate number of Registrable Securities equal to the greater of (A) at least 10% of the outstanding Registrable Securities at the time of the demand and (B) at least 5% of the outstanding Registrable Securities as of the Effective Date, that the Company register Registrable Securities held by Requesting Holders (any demand made pursuant to this Section 1.2(a), a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities and Registrable Preferred that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and Registrable Preferred and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable SecuritiesSecurities and Registrable Preferred. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but in any event within ninety eighty (9080) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which and Registrable Preferred that the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered Company, within twenty thirty (2030) days of the mailing of the Request Notice, that their Registrable Securities and Registrable Preferred be registered, providing for the registration under the Securities Act of such Registrable Securities and Registrable Preferred to the extent necessary to permit the disposition of such Registrable Securities and Registrable Preferred in accordance with the intended method of distribution specified in such Demand Request; provided, that, if requested by the Requesting Holders, any such request for registration will be a “shelf registration” pursuant to Rule 415 under the Securities Act, if the Company is then eligible to use Form S-3; (ii) use its commercially reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter, but in no event later than ninety (90) days following the date of initial filing thereof with the SEC; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or Form S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90x) 180 days following effectiveness of the Registration Statement filed in response to the Demand RequestRequest or (y) 60 days following effectiveness of the Registration Statement filed in response to a Form S-3 Demand.

Request by Holders. Upon receipt At any time, and from time to time, after the second anniversary of a the Closing, upon the written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) Stockholder requesting that the Company register Registrable effect the registration under the Securities held Act or the qualification for sale by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt way of such Demand Request, give written notice prospectus in one or more Canadian provinces of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition part of the Registrable Securities and (z) specify specifying the expected price range (net intended method of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Requestdisposition thereof, the Company shall: , as promptly as practicable, use its reasonable best efforts, as applicable, (i) cause to effect the registration under the Securities Act (including by means of a shelf registration (which the Company shall not be filed, as soon as practicable, but within ninety (90required to keep effective for more than 60 days) days pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to effect a shelf registration for such disposition) of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary so as to permit the disposition of such Registrable Securities (in accordance with the intended method thereof as aforesaid) of distribution specified in such Demand Request; the Registrable Securities so to be registered, or (ii) use its reasonable best efforts to have qualify for sale as a secondary offering pursuant to a prospectus under the securities legislation of applicable Canadian provinces all Registrable Securities which the Company has been so requested to qualify in order to permit the disposition of the Registrable Securities so to be qualified for sale by way of prospectus; provided, that the Company shall not be obligated to file a registration statement or prospectus relating to any request for registration or sale by way of prospectus under this Section 6.1 within a period of 365 days after the effective date of any other registration statement or prospectus which included Common Shares of any Holder under this Section 6.1; provided, further, that the Company shall not be required to effect more than four (4) requested registrations or sales by way of prospectus pursuant to this Article VI (except that a demand in response to a sale pursuant to Section 3.5 shall not be included in such Registration Statement declared effective total). If requested by the SEC Holder or a Permitted Transferee after consultation with the Company, any such registration may be effected in respect of a transaction relating to a debt security of the Holder or a Permitted Transferee, which is exchangeable for Common Shares, and constitutes an offering outside the United States which is exempt from the registration requirements of the Securities Act pursuant to Regulation S and a placement in the United States exempt from registration pursuant to Rule 144A under the Securities Act and in which the Company undertakes to effect a registration of the Shares as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant possible after completion of such transaction in order to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect permit such shares to any other securities be freely tradeable in the United States of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand RequestAmerica.

Request by Holders. Upon receipt of a the written request from of the Holders that hold of at least twenty percent (20%) 10% of the Registrable Securities then outstanding (the “Requesting Holders”) Shares that the Company register effect the registration under the Securities Act of all or part of such Holders' Registrable Securities held by Requesting Holders Shares, and specifying the amount (a “Demand Request”)which shall not be less than 10% of the outstanding Registrable Shares in the aggregate) and the intended method of disposition thereof, then the Company shall, within ten (10) days after receipt of such Demand Request, will promptly give written notice of such request (“Request Notice”) requested registration to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose Act of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: : (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities Shares which the Company has been so requested to register by Holders of at least 10% of the Requesting Holders Registrable Shares; and (ii) all other Holders who request to Registrable Shares which the Company that their Registrable Securities be registered has been requested to register by any other Holder thereof by written request received by the Company within twenty (20) 21 days of after the mailing of the Request Notice, providing for the registration under the Securities Act giving of such Registrable Securities to written notice by the extent necessary to permit Company (which request shall specify the intended method of disposition of such Registrable Securities Shares); PROVIDED, HOWEVER, that the Company shall not be required to effect more than two registrations pursuant to this Section 4; PROVIDED, FURTHER, that the Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by the Company of an intended registration and prior to the effective date of the registration statement referred to in accordance such notice, or (y) within a period of 90 days after the effective date of any other registration statement of the Company requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request; PROVIDED, HOWEVER, that, in the event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after the Company has filed a registration statement with the intended method of distribution specified SEC in connection therewith but prior to such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement demand registration being declared effective by the SEC or (II) which is not declared effective solely as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities result of the Company until failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such date which is ninety (90) days following effectiveness event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the Registration Statement filed 21-day period referred to in response clause (ii) above, the Company will notify all the Holders to be included in the Demand Requestregistration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon receipt From and after the date that is thirty (30) days following the date on which the Company is current with respect to the filings with the Commission required to be made by it pursuant to the Exchange Act of 1934, as amended (the “Exchange Act”), if the Company receives a written request from Holders that hold at least twenty ten percent (2010%) of the Registrable Securities then outstanding Notes or Warrant Shares, as applicable, originally issued (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the type and number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the such Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which that the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty fifteen (2015) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request;; and (ii) use its commercially reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt If the Company receives at any time commencing after the first anniversary of the date of this Agreement, a written request (a “Demand Request”) from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding Investors (the “Requesting Holders”) that hold at least 40% of the Registrable Securities then outstanding, that the Company register the Common Stock into which the Registrable Securities held by Requesting Holders (a “Demand Request”)is convertible, then the Company shall, within ten (10) 20 days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holdersholders of Registrable Securities. Each Demand Request shall (x) specify the number of Registrable Securities shares of Common Stock that the Requesting Holders intend to sell or dispose of, ; (y) state the intended method or methods of sale or disposition of the Registrable Securities Common Stock; and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable SecuritiesCommon Stock. Following receipt of a Demand Request, the Company shall: (i1) cause to be filed, as soon as practicable, but in any event within ninety (90) 150 days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities shares of Common Stock which the Company has been so requested to register by the Requesting Holders and other Holders holders of Registrable Securities who request to the Company that their Registrable Securities securities be registered within twenty (20) 20 days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities securities to the extent necessary to permit the disposition of such Registrable Securities securities in accordance with the intended method of distribution specified in such Demand Request; (ii2) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and and (3) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) 120 days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt of If the Company receives at any time a written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which that the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which that is ninety one hundred and eighty (90180) days following effectiveness of the Registration Statement filed in response to the Demand Request.. Investor’s Rights Agreement (ITEK) v4

Request by Holders. Upon receipt If the Company receives at any time after the date that is the six (6) month anniversary of the date of this Agreement a written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by such Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to (A) all Holders, (B) the Agent and (C) all Holders as defined in the Noteholder Registration Rights Agreement. Each Demand Request shall (x) specify the number of the Registrable Securities that the Requesting Holders intend to sell or dispose of, and (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedfiled or, as soon as practicableif permitted by the Securities Act, but confidentially submitted, within ninety sixty (9060) days of the date of delivery to the Company of the first Demand RequestRequest and within thirty (30) days of the date of delivery to the Company of any second or third Demand Request (subject to Section 2(d)(ii) hereof), a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders of Registrable Securities who request to the Company that their Registrable Securities be registered within twenty ten (2010) days of the mailing of the after such Request NoticeNotice is deemed given to such Holders in accordance with Section 12 hereof (a “Participation Request”), providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its commercially reasonable best efforts to have such Registration Statement declared or otherwise become effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statementsand (iii) to the extent required under the Securities Act, other than pursuant permit the Equity Trust Trustee and/or the Agent to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), be co-registrants with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand RequestStatement.

Request by Holders. Upon receipt of a the written request from Holders that hold of at least twenty fifty percent (2050%) of the Registrable Securities then outstanding (the “Requesting Holders”"INITIATING HOLDERS") requesting that the Company register effect a registration of all or part of such Initiating Holders' Registrable Securities held by Requesting Holders and specifying the intended method or methods of disposition thereof (a “Demand Request”which may include block trades) (the "REGISTRATION REQUEST"), then the Company shall, within ten fifteen (1015) days after of the receipt of such Demand Registration Request, give written notice of such request (“Request Notice”"REQUEST NOTICE") to all Holders (other than Initiating Holders) and, thereafter, shall prepare and, as soon as reasonably practicable, file with the SEC a registration statement on Form S-3 (a "DEMAND REGISTRATION STATEMENT") registering the disposition in a non-underwritten offering pursuant to Rule 415 promulgated under the Securities Act ("RULE 415"), in accordance with the reasonably intended method or methods of disposition specified in the Registration Request of all Registrable Securities that Holders request to be registered and included in such Demand Registration Statement in accordance with this Section 2.1(a) (a "DEMAND REGISTRATION"). Each Notwithstanding the foregoing, in no event may Initiating Holders deliver a request that the Company effect a Demand Registration pursuant to this Section 2.1(a) earlier than ninety (90) days prior to the first anniversary of the Effective Date. In the event Form S-3 is unavailable for such a registration, the Company shall use such other form as is available, in the Company's reasonable judgment, to register the public resale of the Registrable Securities in a non-underwritten offering pursuant to Rule 415. To be included in the Demand Registration Statement, any Holder (other than Initiating Holders) must provide, within twenty (20) days after receipt of the Request shall (x) specify Notice, written notice to the Company of the number of shares of Registrable Securities that such Holder has elected to include in the Requesting Holders intend to sell or dispose of, Demand Registration Statement (y) state which notice shall specify the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) Securities, which may include block trades). The Company shall use its commercially reasonable best efforts to have such the Demand Registration Statement declared effective by the SEC as soon as reasonably practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a after it files the Demand Registration Statement on Form S-4 or S-8 (or similar or successor forms)with the SEC; provided, with respect however, that the Company shall have no obligation under this Section 2.1(a) to any other securities seek to have the Demand Registration Statement declared effective by the SEC prior to the first anniversary of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response Effective Date. The Stockholder's rights under Section 2.1 are subject to the Demand Requestprovisions of Section 3.

Request by Holders. Upon receipt of a the written request from of any one or more Holders that hold at least twenty percent the Company effect the registration under the Securities Act of all or part of such Holders' 2 3 Registrable Shares, and specifying the amount (20%which shall not be less than 1,000,000 Registrable Shares) and the intended method of disposition thereof, the Company will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its reasonable best efforts, as provided in Section 5 hereof, to effect the registration under the Securities Act of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities Shares which the Company has been so requested to register register; provided, however, that the Company shall not be required to effect more than three registrations pursuant to this Section 4; provided, further, that the Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 (i) if the registration request is delivered after delivery of a notice by the Requesting Company of an intended registration of the sale of shares of Common Stock by the Company and prior to the earlier of 90 days from such notice or the effective date of the registration statement referred to in such notice, or (ii) within a period of 180 days after the effective date of any other registration statement of the Company requested by a Holder pursuant to this Section 4 or pursuant to which the Holders and other included Registrable Shares. The Holders who initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to the Company that their Registrable Securities be registered within twenty revoking such request; provided, however, that, in the event the Holders shall have made a written request for a demand registration (20i) days of which is subsequently withdrawn by the mailing of Holders after the Request Notice, providing for the Company has filed a registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance statement with the intended method of distribution specified SEC in connection therewith but prior to such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement demand registration being declared effective by the SEC or (ii) which is not declared effective solely as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities result of the Company until such date which is ninety (90) days following effectiveness failure of the Registration Statement filed Holders to take all actions reasonably required in response order to have the Demand Request.registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be deemed to have been effected for purposes of this Section 4(a). (b)

Request by Holders. Upon receipt of If the Company receives at any time a written request from Holders that hold owning at least twenty percent (20%) 50% of the Registrable Securities then outstanding (treating the Preferred Stock and the Successor Preferred on an as converted basis) (the “"Requesting Holders”") that the Company register Registrable Securities held by Requesting Holders (a “"Demand Request”"), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“"Request Notice”") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) 60 days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) 20 days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC Commission as soon as practicable thereafter; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) 180 days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt of If the Company receives at any time a written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) a Holder that the Company register Registrable Securities held by Requesting Holders a Holder (a “"Demand Request”"), then the Company shallshall promptly, but in any event within ten two (102) days after Business Days, notify all Holders in writing of the receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shalland: (i) use reasonable best efforts to cause to be filedfiled or confidentially submitted, as soon as practicable, but in any case within ninety forty-five (9045) days of the date of delivery to the Company of the Demand Request, a Registration Statement registration statement covering such Registrable Securities (the "Demand Registration Statement") which the Company has been so requested to register by the Holder (such Holder, together with its respective Affiliates (other than the Company), a "Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request NoticeHolder"), providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement registration statement declared effective by the SEC Commission as soon as practicable thereafterthereafter but in any event within ninety (90) days of the date of delivery of the Demand Request; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), registrations with respect to any other securities of the Company until such date which is ninety forty-five (9045) days following effectiveness of the Registration Statement registration statement filed in response to the Demand RequestRequest other than registrations filed pursuant to or in connection with the Prior Registration Rights Agreements.

Request by Holders. Upon receipt Subject to Section 1.2(e)(ii), if the Company receives at any time after the date of this Agreement a written request from Holders that hold at least twenty percent (20%) any of Kimco Realty Services, Inc., Third Avenue Trust, on behalf of the Registrable Securities then outstanding Third Avenue Real Estate Value Fund Series, Cypress Merchant Banking Partners LP, Cypress Garden LTD. or each of their respective transferees and assigns (the “Requesting Holders”"REQUESTING HOLDER") that the Company register Registrable Securities held by the Requesting Holders Holder (a “Demand Request”"DEMAND REQUEST"), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”"REQUEST NOTICE") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend Holder intends to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders Holder to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause use commercially reasonable efforts to be filed, as soon as practicable, but file within ninety one hundred (90100) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders Holder and other Holders who request to the Company that their Registrable Securities be registered within twenty fifteen (2015) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its commercially reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety one hundred and twenty (90120) days following effectiveness of the Registration Statement filed in response to the Demand Request.