Common use of Request for Demand Registration Clause in Contracts

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on or after the first anniversary of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To the extent permitted by applicable law At any time and regulations, and subject from time to Section 6 hereof on up to a maximum of two occasions, at any time on or after three months prior to the first anniversary of possible date on which the date hereof, any Crestview Holder restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (in each case, a the “Demand Initiating HolderLock-up Agreement”) with respect to all Registrable Securities held by the Clearday Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written request to demand, on no more than one occasion for each of the Company to register, Pre-BC Investors and the Company shall registerClearday Investors, for registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 of all or S-8)part of their Registrable Securities, in accordance with as the terms of this Agreement case may be (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that . Any demand for a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement specify the number of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event shares of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method method(s) of disposition distribution thereof, which may include a distribution . The Company will notify all holders of Registrable Securities toof the demand, and resale each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities byin the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”)Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, this Section 2.1.1 in which case the provisions respect of Section 5(f) shall applyall Registrable Securities.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject Subject to Section 6 hereof on up to a maximum of two occasions3(f) below, at any time on or after the first anniversary Designated Holders holding at least 25% of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with held by all of the Designated Holders (other than the Demand Initiating Holders"INITIATING HOLDERS") that have requested to register securities may request in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in writing the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made under the Act, and under the securities or continued because it would materially impede, delay blue sky laws of any jurisdiction designated by such holder or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because holders (each such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due that satisfies the requirements set forth in Section 3(b) is referred to herein as a Valid Business Reason for "DEMAND REGISTRATION"). Notwithstanding the foregoing, in no event shall the Company be required to effect more than 90 days three Demand Registrations. Two or more registrations filed in any 12-month periodresponse to one demand shall be counted as one registration statement. Each request for a Demand Registration by the Demand Initiating Holder Holders in respect thereof shall state specify the type and amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, which may the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a distribution Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to, and resale of such Registrable Securities byto be registered, the equity holders intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any Crestview Holder registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or its equity holders (a “Partner Distribution”). The shares of Common Stock held by Stockholders other than the Holders; provided, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders exercising the Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyrights.

Request for Demand Registration. To the extent permitted by applicable law and regulationsAt any time, and subject from time to Section 6 hereof on up to a maximum of two occasionstime, at any time on one or after the first anniversary more of the date hereof, any Crestview Holder Holders (in each case, a the “Demand Initiating HolderHolders”) may make a written request to the Company to register, and the Company shall register, in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance at the election of the Initiating Holders, (i) on Form S-1 or any similar long-form registration (a “Long-Form Registration”) or (ii) on Form S-3 or any similar short-form registration (other than a Shelf Registration), if such a short-form is then available to the Company (a “Short-Form Registration” and, together with the terms of this Agreement (a Long-Form Registration, a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (iA) more than three such Long-Form Registrations for each Holder and (B) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell their Registrable Securities having at an anticipated aggregate Face Value offering price (as calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such term is defined in Registrable Securities and including any Registrable Securities subject to any applicable over-allotment option) to the Merger Agreement) public of less than (x) $30,000,000, and 30,000,000.00 in the case of a Long-Form Registration or (iiy) any Demand Registration within $5,000,000.00 in the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date case of any other Registration Statement a Short-Form Registration. For purposes of the Company (other than preceding sentence, two or more Registration Statements filed in response to one demand for a Registration Statement on Long-Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12one Long-month periodForm Registration. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Initiating Holders shall be entitled to no more than one Short-Form Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyevery six months.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at At any time on or commencing one hundred and eighty (180) days after the first anniversary IPO Effectiveness Date, each of the date hereofDesignated Holders (each, any Crestview Holder (in each case, a an “Demand Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 X-0, X-0 or S-8), in accordance with the terms of this Agreement S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect effect: (i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group; (ii) a Demand Registration if the Demand Initiating HoldersHolder(s), together with the other Designated Holders (other than that include Registrable Securities in the Demand Initiating Holders) that have requested to register securities in such registration statement Registration pursuant to Section 3(b)4, propose to sell their Registrable Securities having at an aggregate Face Value price (as calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such term is defined in Registrable Securities) to the Merger Agreement) public of less than $30,000,000, and US$20,000,000; (iiiii) any a Demand Registration within the Specified Period (or such shorter period as in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may determine be required by the Securities Act; (iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof; (v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its sole discretionequity securities; (vi) after a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any other Registration Statement of the Company pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or S-8F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); provided, further, that or (vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the counted as one Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating HolderRegistration. In addition, if (1) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving (i) be seriously detrimental to the Company or because such registration would (ii) require the Company to disclose material nonpublic disclosure of important confidential information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide material business purpose for preserving as confidential or the confidentiality disclosure of such proposed which would materially impede the Company’s ability to consummate a significant transaction or information (a “Valid Business Reason”), (x) then the Company may (i) postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), ninety (90) days; and (yii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of each of its determination to postpone filing, amending or supplementing withdraw a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing, amendment or supplement filing under this Section 3(a) due to a Valid Business Reason for more than 90 days once in any twelve (12-) month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on or after time, the first anniversary of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) Holders may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than five such Demand Registrations, (ii) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having in such Demand Registration at an anticipated aggregate Face Value offering price (as calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such term is defined in Demand Registration) to the Merger Agreement) public of less than $30,000,000, and 20,000,000 (iicalculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities or (iii) any such Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development reorganization or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, law and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 sixty days after the date when the Demand Registration was requested)requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 sixty days have passed since such postponement, the Demand Initiating Holder Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each all Designated Stockholders of its determination to postpone filing, amending or supplementing a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 90 days in any 12twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To Blackstone or Blackstone Holders designated by Blackstone (the extent permitted "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by applicable law and regulationsWassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and subject to Section 6 hereof on up to a maximum of two occasions, at any time on Heartland or after an Investor Stockholder designated by the first anniversary Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the date hereofInitiating Blackstone Holders, any Crestview Holder (in the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each case, a “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (S-8 or any successor thereto) a “Demand Registration”)"DEMAND REGISTRATION", the number of Registrable Securities stated in such request; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect (ix) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration if unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Initiating Holders, together with Registration need be effected by the Designated Holders Company within six (other than 6) months after the Demand Initiating Holders) that have requested to register securities in such effectiveness of any registration statement pursuant to Section 3(b), propose a Demand Registration. The Company shall not be obliged to sell Registrable Securities having aggregate Face Value include more than 10 million Shares (as such term is defined equitably adjusted for stock splits, stock combinations and similar events) in the Merger Agreement) of less than $30,000,000any Registration Statement pursuant to a Demand Registration, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date inclusive of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 Shares to be included pursuant to any incidental or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holderpiggy-back rights under this Agreement. In addition, if (1) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development reorganization or merger or other significant material transaction involving the Company or because such registration would require (a "VALID BUSINESS REASON"), the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) registration statement relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested)ninety (90) days, and (y) in case a Registration Statement registration statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement)registration statement. The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing withdraw a Registration Statement, registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing, amendment or supplement filing under this Section 3(a) due to a Valid Business Reason for 3.1 more than 90 days once in any twelve (12-) month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject Subject to Section 6 hereof on up to a maximum of two occasions3(f) below, at any time on or after 6 months from the first anniversary date of the date hereofconsummation of an Initial Public Offering, any Crestview Holder (in each case, a “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b)Individual Investors who, propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) or (each an "INITIATING HOLDER") shall have the right to make one request in writing that the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to register Registrable Securities under the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration StatementAct, and under the securities or blue sky laws of the fact that the Valid Business Reason for any jurisdiction designated by such postponement no longer exists holder or has occurred, as applicable, in holders (each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement such registration under this Section 3(a) due that satisfies the requirements set forth in Section 3(b) is referred to herein as a Valid Business Reason for "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than 90 days in any 12-month periodthree Demand Registrations. Each request for a Demand Registration by the Demand an Initiating Holder in respect thereof shall state specify the type and amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, which may the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a distribution Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to, and resale of such Registrable Securities byto be registered, the equity holders intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any Crestview registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder or its equity holders (a “Partner Distribution”). The exercising the Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyrights.

Request for Demand Registration. To the extent permitted by applicable law At any time and regulations, and subject from time to Section 6 hereof on up to a maximum of two occasions, at any time on or after (i) the Effective Date with respect to the Private Units (or underlying shares of Common Stock), (ii) three months prior to the first anniversary of possible Release Date with respect to the Initial Shares that are Registrable Securities and subject the IPO Escrow Agreement, or (iii) three months prior to the first possible date hereof, any Crestview Holder on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (in each case, a the “Demand Initiating HolderLock-up Agreement”) with respect to all Registrable Securities held by the OpCo Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-IPO Investors, on the one hand, or the OpCo Investors, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, may make a written request to demand, on no more than three occasions in any twelve month period for each of the Company to register, Pre-IPO Investors and the Company shall registerOpCo Investors, for registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 of all or S-8)part of their Registrable Securities, in accordance with as the terms of this Agreement case may be (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that . Any demand for a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement specify the number of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event shares of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method method(s) of disposition distribution thereof, which may include a distribution . The Company will notify all holders of Registrable Securities toof the demand, and resale each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities byin the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”)Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one (1) Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, this Section 2.1.1 in which case the provisions respect of Section 5(f) shall applyall Registrable Securities.

Request for Demand Registration. To (a) Following the extent permitted by applicable law and regulationsEffective Date, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on or after the first anniversary each of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) may Principal Investors shall have the right to make a written request from time to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement time (a “Demand RegistrationRegistration Request”), ) to the number Company for Registration of all or part of the Registrable Securities stated in held by such request; provided, however, that the Company shall not be obligated Principal Investor. Any such Registration pursuant to effect (i) a Demand Registration if Request shall hereinafter be referred to as a “Demand Registration.” Subject to Section 3.2.8, each of the Principal Investors shall be limited to no more than two Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such Registration Requests on Form S-1 or any similar long-form registration statement (provided that delivery of a written notice pursuant to Section 3(b3.1.3 shall not constitute a Demand Registration Request), propose and each such demand shall be required to sell Registrable Securities having be in respect of at least $50 million in anticipated aggregate Face Value net proceeds from all shares sold pursuant to such registration (as including after giving effect to net proceeds expected to be received by any Holder that participates in such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (offering after delivering written notice pursuant to Section 3.1.3 or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8otherwise); provided, further, that a Demand Registration shall not be deemed not to have been effected if (i) after it counted for purposes of the number of Demand Registration Requests made by the Demanding Holder that had submitted such Demand Registration Request unless and until the Demand Registration has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement effective and the Demanding Holders are able to register and sell at least 90% of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required requested to be disclosed under applicable law, and included in such registration. (2b) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), Each Demand Registration Request shall specify (x) the Company may postpone filing a Registration Statement (but not the preparation aggregate amount of the Registration Statement) relating Registrable Securities to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested)be registered, and (y) in case the intended method or methods of disposition thereof. (c) Upon receipt of the Demand Registration Request, the Company shall as promptly as reasonably practicable file a Registration Statement has been filed relating to (a “Demand Registration Statement”), as specified in the Demand Registration Request for such Demand Registration, the Company may postpone amending or supplementing relating to such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement)Registration. The Company shall give written notice use its reasonable best efforts to cause such Demand Registration Statement to be declared effective under the Securities Act within 60 days after receipt of the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing Registration Request; provided that in the event that the SEC notifies the Company that it will not review a Demand Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a shall cause such Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed Statement to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of become effective no later than five Business Days after receiving such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applynotification.

Request for Demand Registration. To the extent permitted by applicable law At any time and regulations, and subject from time to Section 6 hereof on up to a maximum of two occasions, at any time on or after (i) the first anniversary date that Arisz consummates a Business Combination with respect to the Private Units (or underlying securities), Over-Allotment Units (or underlying securities) and Loan Securities (or underlying securities) and all other Registrable Securities, the holders of a majority-in-interest of the date hereofRegistrable Securities, any Crestview Holder (in each caseas the case may be, a “Demand Initiating Holder”) held by the Investors, officers or directors of the Arisz or their affiliates, or the transferees of the Investors, may make a written request to the Company to registerdemand, and the Company shall registeron no more than two occasions, for registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 of all or S-8)part of their Registrable Securities, in accordance with as the terms of this Agreement case may be (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that . Any demand for a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement specify the number of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method method(s) of disposition distribution thereof, which may include a distribution . Purchaser shall notify all holders of Registrable Securities toof the demand, and resale each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities byin the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Purchaser within fifteen (15) days after the receipt by the holder of the notice from Purchaser. Upon any such request, the equity holders Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. Purchaser shall not be obligated to effect more than an aggregate of any Crestview Holder or its equity holders two (a “Partner Distribution”). The 2) Demand Registration may be a shelf registration pursuant to Rule 415 promulgated Registrations under the Securities Act, this Section 2.1.1 in which case the provisions respect of Section 5(f) shall applyall Registrable Securities.

Request for Demand Registration. To (A) At any time prior to the extent permitted by applicable law and regulationsIPO Effectiveness Date, any of the Oaktree Stockholders, and subject to Section 6 hereof on up to a maximum of two occasions, (B) at any time on or after six months after the first anniversary IPO Effectiveness Date, any of the date hereofOaktree Stockholders or any of the Major Stockholders, any Crestview Holder (in each caseeach, a an “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance at the election of the Initiating Holders, (i) on Form S-1 or any similar long-form registration (a “Long-Form Registration”) or (ii) on Form S-3 or any similar short-form registration (other than a Shelf Registration), if such a short-form is then available to the Company (a “Short-Form Registration” and, together with the terms of this Agreement (a Long-Form Registration, a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that (I) the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell their Registrable Securities having at an anticipated aggregate Face Value offering price (as calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such term is defined in Registrable Securities and including any Registrable Securities subject to any applicable over-allotment option) to the Merger Agreement) public of less than (x) $30,000,00015,000,000 in the case of a Long-Form Registration or (y) $5,000,000 in the case of a Short-Form Registration, and (iiII) any Demand Registration within the Specified Period (or such shorter period as the Company may determine shall not be obligated to effect more than one Long-Form Registration for all Major Stockholders in its sole discretion) after the effective date of any other Registration Statement aggregate or more than two Short-Form Registrations for all Major Stockholders in the aggregate. For purposes of the Company (other than preceding sentence, two or more Registration Statements filed in response to one demand for a Registration Statement on Long-Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not counted as one Long-Form Registration, and the Major Stockholders may use an available request for a Long Form Registration to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require cause the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has effect a bona fide business purpose for preserving the confidentiality Short-Form Registration instead of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Long-Form Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To (a) A Majority of Designated Holders (the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on or after the first anniversary of the date hereof, any Crestview Holder (in each case, a “Demand "Initiating Holder”Holders") may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that (1) the Company shall not be obligated to effect more than two (i2) such Demand Registrations and (2) the Company shall not be obligated to proceed with a Demand Registration if at any time prior to October 1, 2002. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that, except as otherwise provided herein, any such Registration Statement filed at the request of an Initiating HoldersHolder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration with respect to such Initiating Holder unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement, together with in which case such Demand Registration shall not be so counted. (b) Notwithstanding anything to the Designated Holders contrary contained herein, no Demand Registration need be effected by the Company within (other than 1) six (6) months after the Demand Initiating Holders) that have requested to register securities in such registration statement effectiveness of any Registration Statement pursuant to Section 3(b)a Demand Registration hereunder or (2) within (x) six (6) months after the effectiveness of any Registration Statement pursuant to a "demand registration" under the Existing Registration Rights Agreement or the Second Rights Agreement, propose in each case to sell Registrable Securities having aggregate Face Value the extent such demand registrations are provided for on the date of the Purchase Agreement or under any other existing or future Common Stock registration rights agreements granted in favor of the New Private Equity Holders or any Registration Statement for any Company Offering, if such demand registration becomes effective on or prior to the second anniversary of the date hereof, or (as y) 90 days after the effectiveness of any such term is defined Registration Statement referred to in the Merger Agreementpreceding clause (x) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or if such shorter period as the Company may determine in its sole discretion) demand registration becomes effective after the effective date of any other Registration Statement second anniversary of the date hereof. The Company shall not be obliged to include more than (other than 1) 10 million shares in a Registration Statement declared effective on Form S-4 or S-8); providedprior to the second anniversary of the date hereof or (2) 20 million shares in the case of a Registration Statement declared effective after the second anniversary of the date hereof but on or prior to the fourth anniversary of the date hereof (in each case, furtheras such numbers are equitably adjusted for stock splits, that stock combinations and similar events occurring after the date hereof) of Common Stock in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement, the Existing Registration shall be deemed not to have been effected if (i) after it has become effectiveRights Agreement, such the Second Rights Agreement or any other existing or future Common Stock registration statement is interfered with by any stop order, injunction or other order or requirement rights agreements granted in favor of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating HolderNew Private Equity Holders. In addition, if (1) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development reorganization or merger or other significant transaction involving the Company or because such registration would require any of its Subsidiaries which is material to the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested)105 days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if Statement. For the Valid Business Reason no longer exists or if more than 45 days have passed since such postponementpurposes of certainty, the Demand Initiating Holder may request parties acknowledge that in the event a new Demand Registration (which request Statement is so withdrawn, it shall not be counted count as an additional having been a Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement limit on the number of such Registration Statement)Demand Registrations set forth above. The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing withdraw a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing, amendment or supplement filing under this Section 3(a) due to a Valid Business Reason 3.1 for more than 90 105 days once in any twelve (12-) month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount number of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To (i) Following the extent permitted by applicable law and regulationsoccurrence of the IPO, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on or after the first anniversary of the date hereof‎3.4, any Crestview Holder (in each caseshall have the right, a “Demand Initiating Holder”) may for itself or together with one or more other Holders, to make a written request from time to time (a “Demand Registration Request”) to the Company to register, and for Registration of all or part of the Company shall register, under the Registrable Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement held by such Holder (a “Demand Registration”), . (ii) Each Demand Registration Request shall specify (x) the number aggregate amount of Registrable Securities stated in such request; providedproposed to be registered, however, that (y) the Company shall not be obligated to effect intended method or methods of disposition thereof and (iz) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) If a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term Request is defined in the Merger Agreement) of less than $30,000,000for a Shelf Registration, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than is eligible to file a Registration Statement on Form S-4 or S-8); providedS-3, further, that a Demand Registration the Company shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated promptly file with the Demand Initiating Holder, (ii) SEC a Shelf Registration Statement on Form S-3 pursuant to Rule 415 under the registration statement does not remain effective for Securities Act relating to the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securitiesRegistrable Securities by the initiating Holders from time to time in accordance with the methods of distribution elected by such Holders, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving subject to all applicable provisions of this Agreement. (iv) If the Demand Registration Request is for a Shelf Registration and the Company or because such registration would require the Company is not eligible to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing file a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registrationon Form S-3, the Company may postpone amending or supplementing such shall promptly file with the SEC a Shelf Registration Statement (in which case, if the Valid Business Reason no longer exists on Form S-1 or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact any other form that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything Company is then permitted to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration use pursuant to Rule 415 promulgated under the Securities ActAct (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Holders from time to time in accordance with the methods of distribution elected by such Holders. (v) If on the date of the Shelf Registration Request the Company is a WKSI, in which case then any Shelf Registration Statement may (if the provisions Board of Section 5(fDirectors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Holders; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall applyspecify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. To the extent permitted by applicable law and regulationsAny Adelson Holder or Xxxxxxx Holders (each, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on or after the first anniversary of the date hereof, any Crestview Holder (in each case, a an “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement S-8 or any successor form thereto) (a “Demand Registration”), ) the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that which have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell their Registrable Securities having at an aggregate Face Value price (as calculated based upon the Market Price of the Registrable Securities on the last date on which the Company could receive requests for inclusion in such term is defined in Demand Registration under Section 3(b)) to the Merger Agreement) public of less than $30,000,00020,000,000, and (ii) any such Demand Registration commencing prior to the time permitted under the Lock-up Agreement of the Designated Holder, as such Lock-up Agreement may be amended or waived, or (iii) any such Demand Registration within the Specified Period ninety (or such shorter period as the Company may determine in its sole discretion90) days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by S-8 or any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation successor form thereto or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c“automatic shelf registration” on Form S-3), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development reorganization or merger or other significant material transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 forty-five (45) days after the date when the Demand Registration was requested)requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 forty-five (45) days have passed since such withdrawal or postponement, the Demand Initiating Holder Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration StatementRegistration). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing withdraw a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing, amendment or supplement filing under this Section 3(a) due to a Valid Business Reason for more than 90 days once in any 12-six (6) month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To the extent permitted by applicable law and regulationsAny Adelson Holder or Xxxxxxx Holders (each, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on or after the first anniversary of the date hereof, any Crestview Holder (in each case, a an “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement S-8 or any successor form thereto) (a “Demand Registration”), ) the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that which have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell their Registrable Securities having at an aggregate Face Value price (as calculated based upon the Market Price of the Registrable Securities on the last date on which the Company could receive requests for inclusion in such term is defined in Demand Registration under Section 3(b)) to the Merger Agreement) public of less than $30,000,00020,000,000, and (ii) any such Demand Registration commencing prior to the time permitted under the Lock-up Agreement of the Designated Holder, as such Lock-up Agreement may be amended or waived, or (iii) any such Demand Registration within the Specified Period ninety (or such shorter period as the Company may determine in its sole discretion90) days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8S-8 or any successor form thereto); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development reorganization or merger or other significant material transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 forty-five (45) days after the date when the Demand Registration was requested)requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 forty-five (45) days have passed since such withdrawal or postponement, the Demand Initiating Holder Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration StatementRegistration). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing withdraw a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing, amendment or supplement filing under this Section 3(a) due to a Valid Business Reason for more than 90 days once in any 12-six (6) month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To (i) Following the extent permitted by applicable law and regulationsListing, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on or after the first anniversary of the date hereof3.4, any Crestview Holder (in each caseshall have the right, a “Demand Initiating Holder”) may for itself or together with one or more other Holders, to make a written request from time to time (a “Demand Registration Request”) to the Company to register, and for Registration of all or part of the Company shall register, under the Registrable Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement held by such Holder (a “Demand Registration”), . (ii) Each Demand Registration Request shall specify (x) the number aggregate amount of Registrable Securities stated in such request; providedproposed to be registered, however(y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, that the Company shall not be obligated to effect prepare and file with the SEC a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iiv) If a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term Request is defined in the Merger Agreement) of less than $30,000,000for a Shelf Registration, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than is eligible to file a Registration Statement on Form S-4 or S-8); providedF-3, further, that a Demand Registration the Company shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated promptly file with the Demand Initiating Holder, (ii) SEC a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the registration statement does not remain effective for Securities Act relating to the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securitiesRegistrable Securities by the initiating Holders from time to time in accordance with the methods of distribution elected by such Holders, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company or because such registration would require the Company is not eligible to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing file a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registrationon Form F-3, the Company may postpone amending or supplementing such shall promptly file with the SEC a Shelf Registration Statement (in which case, if the Valid Business Reason no longer exists on Form F-1 or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact any other form that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything Company is then permitted to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration use pursuant to Rule 415 promulgated under the Securities ActAct (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Holders from time to time in accordance with the methods of distribution elected by such Holders. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, in which case then any Shelf Registration Statement may (if the provisions Board of Section 5(fDirectors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Holders; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall applyspecify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at At any time after the earliest of (i) the expiration or consummation of the exercise of the right of the General Atlantic Stockholders and the Coinvestor Stockholders (or their respective permitted transferees) to subscribe for those shares of Series E Preferred Stock offered in the Rights Offering but not acquired by holders of shares of the Company's Common Stock, (ii) the termination of the Rights Offering and (iii) April 30, 2004, if the Conversion and Exchange and the Conversion have not occurred on or after prior to such date, each of (A) the first anniversary of General Atlantic Stockholders, (B) the date hereofCoinvestor Stockholders and (C) Apex Capital (the "Initiating Holders"), any Crestview Holder (in may each case, a “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement and on Form S-4 or S-8), in accordance with an appropriate registration statement form as reasonably determined by the terms of this Agreement Company and approved by the Initiating Holders (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect more than one such Demand Registration for the General Atlantic Stockholders (isubject to Section 3(e)(ii) below), more than one such Demand Registration for the Coinvestor Stockholders (subject to Section 3(e)(ii) below) and more than one such Demand Registration for the Apex Stockholders (subject to Section 3(e)(ii) below). If following receipt of a written request for a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development reorganization or merger or other significant material transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested)ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Director appointed by the General Atlantic Stockholders, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing withdraw a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing, amendment or supplement filing under this Section 3(a) due to a Valid Business Reason for more than 90 days once in any twelve (12-) month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To (i) Subject to the extent permitted by applicable law and regulationslimitations contained in the following paragraphs of this Section 2, and subject to Section 6 hereof on up to a maximum the holders of two occasions, fifty-one (51%) percent or more of the Restricted Securities may at any time on or after give to the first anniversary of the date hereofCompany, any Crestview Holder pursuant to this clause (in each casei), a “Demand Initiating Holder”) may make a written request for a Demand Registration of Restricted Securities. Within 10 days after the receipt by the Company of any such written request, the Company will give written notice of such registration request to all Stockholders. (ii) Subject to the limitations contained in the following paragraphs of this Section 2, after the receipt of such written request for a Demand Registration: (A) the Company will be obligated and required to register, and include in such Demand Registration all Restricted Securities with respect to which the Company shall registerreceive from Stockholders, under within 30 days (the Securities Act (other than "Inclusion Period") after the date on which the Company shall have given to all Stockholders a written notice of registration request pursuant to a Registration Statement on Form S-4 or S-8)Section 2(a)(i) hereof, the written requests of such Stockholders for inclusion of their respective shares of Restricted Securities in accordance with the terms of this Agreement (a “such Demand Registration”), and (B) the number Company will use its reasonable best efforts in good faith to effect promptly (but in no event later than ninety-five (95) days from the end of Registrable Securities stated in such request; the Inclusion Period, provided, however, that such ninety-five (95) day period shall be extended for up to sixty (60) additional days in the event of a material development that shall hinder the Company from effecting such registration) the registration of all such Restricted Securities; provided, that, the Company shall not be obligated to effect (i) cause the effectiveness of a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities of any convertible Restricted Securities unless and until such convertible Restricted Securities included in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any a Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement shall have been converted into Common Stock of the Company (other than prior to or simultaneously with the effectiveness of a Registration Statement on Form S-4 or S-8)Demand Registration; and provided, further, that a each Stockholder shall be entitled to convert any Common Stock so converted back into convertible Restricted Securities in the event such Demand Registration shall be deemed is not declared effective. All written requests made by Stockholders pursuant to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, this clause (ii) will specify the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event number of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason shares of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Restricted Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, registered and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Such method of disposition shall, which may include a distribution in any case, be an underwritten offering if an underwritten offering is requested by holders of Registrable 51% or more of the Restricted Securities to, and resale to be included in such Demand Registration. (iii) Any Stockholder shall be permitted to withdraw all or any part of the Restricted Securities of such Registrable Securities by, the equity holders of Stockholder from any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration at any time prior to the effective date of such Demand Registration, but in the case of an underwritten public offering, only if such Stockholder is permitted to do so by the managing underwriters or pursuant to Rule 415 promulgated under the any agreement therewith. Upon such withdrawal, subject to Section 2(b)(ii), such Restricted Securities Act, in which case the provisions shall count as being part of a Demand Registration for purposes of Section 5(f7(a) shall applyhereof unless the withdrawing Stockholder bears one-half of its pro rata share of the costs associated with such Demand Registration.

Request for Demand Registration. To Subject to the extent permitted by applicable law provisions of subsection 2.1.7 and regulations, and subject to Section 6 hereof on up to a maximum of two occasions2.3, at any time and from time to time on or after the first anniversary of Effective Date, if (a) the Shelf Registration Statement is not declared effective by the Commission on or prior to the date hereofthat is 180 days after the Effective Date or (b) at any time during the Shelf Registration Statement Effective Period, the Shelf Registration Statement is not available to the Holders (except for any unavailability resulting from information supplied by or on behalf of a Holder for use in the Shelf Registration Statement being incorrect or incomplete), any Crestview Demand Right Holder (in each case, a “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (such written demand a “Demand Registration”), the number of Registrable Securities stated in . Any such request; provided, however, that the Company Demand Registration may (but shall not be obligated required to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(bbe), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in at the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement election of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Demanding Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 (or any successor rule promulgated under thereafter by the Securities ActCommission). The Company shall, within 10 days of the Company’s receipt of the Demand Registration, notify, in which case writing, all other Demand Right Holders of Registrable Securities of such demand, and each such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to the provisions of Section 5(fDemand Registration (each such Holder, a “Demand Registration Requesting Holder”) shall applyso notify the Company, in writing, within five days after the receipt by such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Demand Registration Requesting Holder to the Company, such Holder shall be entitled, subject to subsection 2.1.7 and Section 2.3 hereof, to have their Registrable Securities included in a Registration Statement pursuant to a Demand Registration, and the Company shall file a Registration Statement relating thereto within 30 days after receipt by the Company of the Demand Registration and shall cause such Registration Statement to become effective as soon thereafter as reasonably practicable, providing for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to such Demand Registration. The number of Registrations pursuant to a Demand Registration that the Demand Right Holders may initiate pursuant to the first sentence of this subsection 2.1.4 shall be limited, (i) in the case of JFL, to a total of eight (8) (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by JFL pursuant to subsection 2.1.3) and, (ii) in the case of each of the PIPE Demanding Holders or the Pre-IPO Demanding Holders, to one (1) per each of the PIPE Demanding Holders or Pre-IPO Demanding Holder (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by any such Demand Right Holders pursuant to subsection 2.1.3); provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject (a) Unless a Shelf Registration Statement is then in effect pursuant to Section 6 hereof on up to a maximum of two occasions3.2.1, at any time on or after the first anniversary of date that is one hundred twenty (120) days after the date hereofClosing Date, any Crestview Holder (in each case, a “Demand Initiating Holder”) may the Holders shall have the right to make a written request from time to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement time (a “Demand RegistrationRegistration Request”) to the Company for Registration of either (i) an aggregate number of Registrable Securities equaling at least thirty three percent (33.0%) of the total number of shares of Common Stock issued to the Holders at the Closing or (ii) all remaining outstanding Registrable Securities held by the Holders (subject, with respect to both clauses (i) and (ii), to the limitations on Transfer in Section 3.4.2 of this Agreement) (the “Threshold Amount”), . Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” (b) Each Demand Registration Request shall specify (i) the number of Registrable Securities stated to be registered, and (ii) the intended method or methods of disposition thereof. (c) Upon receipt of a Demand Registration Request, the Company shall as promptly as practicable (but in no event more than ninety (90) days after receipt of the Demand Registration Request) file a Registration Statement (a “Demand Registration Statement”), as specified in the Demand Registration Request for such requestDemand Registration, relating to such Demand Registration, and use its commercially reasonable efforts to cause such Demand Registration Statement to be promptly declared effective under the Securities Act; provided, however, provided that the Company shall not be obligated required to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested take any action to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) cause any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the Statement to become effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case Act on a date that is prior to the provisions of Section 5(fone hundred eightieth (180th) shall applyday after the Closing Date.

Request for Demand Registration. To the extent permitted by applicable law At any time and regulations, and subject from time to Section 6 hereof on up to a maximum of two occasions, at any time on or after three months prior to the first anniversary of possible date on which the date hereof, any Crestview Holder restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (in each case, a the “Demand Initiating HolderLock-up Agreement”) with respect to all Registrable Securities held by the Suneva Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Suneva Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written request to demand, on no more than one occasion for each of the Company to register, Pre-BC Investors and the Company shall registerSuneva Investors, for registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 of all or S-8)part of their Registrable Securities, in accordance with as the terms of this Agreement case may be (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that . Any demand for a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement specify the number of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event shares of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method method(s) of disposition distribution thereof, which may include a distribution . The Company will notify all holders of Registrable Securities toof the demand, and resale each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities byin the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”)Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, this Section 2.1.1 in which case the provisions respect of Section 5(f) shall applyall Registrable Securities.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at At any time on or after the first anniversary date that is 270 days after the Closing Date, the holders of 25% of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) outstanding Registrable Securities may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”), the number for registration of Registrable Securities stated in under the Act, and under the securities or blue sky laws of any jurisdiction designated by such requestholder or holders (a "Demand Registration"); provided, howeverthat the Company will not be required to effect more than six Demand Registrations in the aggregate at the request of the holders of Registrable Securities pursuant to this Section 9.2(a) and provided, further, that the Company will not be required to effect more than four Demand Registrations pursuant to this Section 9.2(a) using a registration form other than a Form S-3 Registration Statement; and provided, further, that the Company shall not be obligated required to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) complete any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a fourth Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of unless the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice anticipated aggregate proceeds to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month periodselling shareholders would exceed $2,500,000. Each such request for a Demand Registration by shall specify the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all holders holding Registrable Securities and include in such registration all Registrable Securities held by a holder thereof with respect to which may include a distribution the Company has received written requests for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities toto be registered, the intended method of disposition thereof and resale the jurisdictions in which registration is desired. Except with respect to Persons who as of such the date of this Agreement have the contractual right to piggy-back on a Demand Registration pursuant to registration rights agreements identified on Schedule 4.8, unless holders of a majority of the Registrable Securities byto be included in the Demand Registration consent in writing, no other Person (other than the Company and any other holder of Registrable Securities), shall be permitted to offer securities under any such Demand Registration. Subsequent to the date hereof, the equity holders of Company shall not grant to any Crestview Holder or its equity holders (Person who does not presently have such right, the right to piggy-back on a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyRegistration.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject Subject to Section 6 hereof on up to a maximum of two occasions6(a), at any time on or from and after the first anniversary Initial Demand Registration Date, each of the date hereofCenterbridge Parties, any Crestview Holder the Xxxxxxx Parties and the Blackstone Parties shall have the right to make a written request to the Company (in each caserequesting Holder, a “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), register in accordance with the terms of this Agreement (a “Demand Registration”)Agreement, the sale of the number of Registrable Securities stated in such requestrequest under the Securities Act on Form S-1 or any similar long-form registration (a “Demand Registration”); provided, however, that the Company shall not be obligated to effect effect: (i) more than two Demand Registrations in the case of each of the Centerbridge Holders, the Xxxxxxx Holders and the Blackstone Holders, (ii) a Demand Registration if the Demand Initiating Holders, together with aggregate offering price of the Designated Holders (other than the Demand Initiating Holders) that have requested Registrable Securities to register securities be sold in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value offering (as such term is defined in the Merger Agreement) of less than $30,000,000, including piggyback shares and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date before deduction of any other Registration Statement underwriting discounts or commissions) is not reasonably expected to be at least $200 million, or (iii) during the pendency of an MNPI Reason Suspension Period or a Valid Business Reason Suspension Period. For purposes of the Company (other than a preceding sentence, two or more Registration Statement on Form S-4 or S-8); provided, further, that Statements filed in response to one request for a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a counted as one Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. In addition, the Company shall not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration or other previous registration in which may include a distribution the Holders of Registrable Securities towere given piggyback rights pursuant to Section 3(d). In addition, the Company shall not be obligated to effect any Demand Registration (or any registration effected pursuant to Section 3(b) or Section 5(a)) during the period starting with the date that is 60 days prior to the Company’s board of directors’ good faith estimate of the date of filing of, and resale of ending on the date that is 90 days after the effective date of, a Company-initiated registration statement, provided that the Company is actively employing in good faith reasonable best efforts to cause such Registrable Securities by, registration to become effective and the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under Company has complied with the Securities Act, in which case the provisions requirements of Section 5(f) shall apply4.

Request for Demand Registration. To the extent permitted by applicable law At any time and regulations, and subject from time to Section 6 hereof on up to a maximum of two occasions, at any time on or after (i) the Effective Date with respect to the Private Units (or underlying shares of Common Stock) and Loan Securities, (ii) three months prior to the first anniversary of possible Release Date with respect to the Initial Shares that are Registrable Securities and subject the IPO Escrow Agreement, or (iii) three months prior to the first possible date hereof, any Crestview Holder on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (in each case, a the “Demand Initiating HolderLock-up Agreement”) with respect to all Registrable Securities held by the Playboy Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-IPO Investors, on the one hand, or the Playboy Investors, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, may make a written request to demand, on no more than three occasions in any twelve month period for each of the Company to register, Pre-IPO Investors and the Company shall registerPlayboy Investors, for registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 of all or S-8)part of their Registrable Securities, in accordance with as the terms of this Agreement case may be (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that . Any demand for a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement specify the number of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event shares of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method method(s) of disposition distribution thereof, which may include a distribution . The Company will notify all holders of Registrable Securities toof the demand, and resale each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities byin the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”)Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one (1) Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, this Section 2.1.1 in which case the provisions respect of Section 5(f) shall applyall Registrable Securities.

Request for Demand Registration. To the extent permitted by applicable law and regulationsAt any time, and subject from time to Section 6 hereof on up to a maximum of two occasionstime, at any time on or after the first anniversary of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) Holders may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8S-8 or any successor form thereto), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than three such Demand Registrations, (ii) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having in such Demand Registration at an anticipated aggregate Face Value offering price (as calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such term is defined in Demand Registration) to the Merger Agreement) public of less than $30,000,00020,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities, and (iiiii) any such Demand Registration commencing prior to the time permitted under any applicable Lock-up Agreement of the Designated Stockholders, as such Lock-up Agreement may be amended or waived, or (iv) any such Demand Registration within the Specified Period ninety (or such shorter period as the Company may determine in its sole discretion90) days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8S-8 or any successor form thereto); provided, further, however, that a Demand Registration shall be deemed notwithstanding the foregoing, each of FTV and the Management Stockholders may not exercise its right to have been effected if act an Initiating Holder pursuant to clause (b) of the definition thereof (i) after it has become effective, such registration statement is interfered with by any stop order, injunction more than once or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement if such holder does not remain effective for own at least 7.5% of the period specified in Section 3(c), or (iii) in Company’s outstanding Common Stock as of the event of an underwritten offering, if the conditions date such holder seeks to closing specified in the purchase agreement or underwriting agreement entered into in connection with exercise such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holderright. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development reorganization or merger or other significant material transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 forty-five (45) days after the date when the Demand Registration was requested)requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 forty-five (45) days have passed since such postponement, the Demand Initiating Holder Holders may request the prompt amendment or supplement of such Registration Statement or request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(aclause (i) above)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each all Designated Stockholders of its determination to postpone filing, amending or supplementing a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement filing under this Section 3(a) due to a Valid Business Reason for more than 90 days once in any 12-six (6) month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at At any time on or after the first anniversary any of the date hereof, any Crestview Holder Insurance Partners Stockholders (the "Initiating Holders") shall be entitled to request in each case, a “Demand Initiating Holder”) may make a written request to writing that the Company use its best efforts to register, and effect the Company shall register, registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 Act, and under the securities or S-8)"blue sky" laws of any jurisdiction designated by such Initiating Holders, of all or part of such Initiating Holders' Registrable Securities in accordance with the terms of this Agreement Section 3 (a “"Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement"). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for Any such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by shall specify the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Upon receiving a request for a Demand Registration, which may include the Company will promptly, but in no event more than 10 days after the receipt from the Initiating Holders of a distribution request for a Demand Registration, give written notice of such Demand Registration to (i) all of the Insurance Partners Stockholders (other than the Initiating Holders), (ii) all holders of (x) the 1992 Common Stock Purchase Warrants, (y) the CentreLine Warrant and (z) the 1998 Common Stock Purchase Warrants, and (iii) in the event that any Insurance Partners Stockholder distributed Registrable Securities toto its partners or members, all such partners and members (the Persons in clauses (i), (ii) and (iii) being referred to collectively as the "Other Rightholders"), and resale of such Registrable Securities bythereupon will, as provided in Section 6, use its best efforts to effect the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, Act of (i) the Registrable Securities which the Company has been so requested by the Initiating Holders to register and (ii) all other shares of Common Stock which the Company has been requested in writing to register by such Insurance Partners Stockholders and Other Rightholders (which case requests shall specify the provisions number of Section 5(f) shares of Common Stock proposed to be sold and the intended method of disposition thereof and shall applybe given to the Company within 30 days after the giving of such written notice of the Demand Registration by the Company).

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject (i) Subject to Section 6 hereof on up to a maximum of two occasions, at any time on or after the first anniversary of the date hereof4.4, any Crestview Holder (in each caseInvestor Party shall have the right, a “Demand Initiating Holder”) may for itself or together with one or more other Investor Parties, to make a written request from time-to-time (a “Demand Registration Request”) to the Company to register, and for Registration of all or part of the Company shall register, under the Registrable Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement held by such Investor Party (a “Demand Registration”), . (ii) Each Demand Registration Request shall specify (x) the number aggregate amount of Registrable Securities stated in such request; providedproposed to be registered, however(y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, that the Company shall not be obligated to effect prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iiv) If a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term Request is defined in the Merger Agreement) of less than $30,000,000for a Shelf Registration, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than is eligible to file a Registration Statement on Form S-4 or S-8); providedF-3, further, that a Demand Registration the Company shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered promptly file with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Demand Initiating Holder, (ii) Securities Act relating to the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securitiesRegistrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company or because such registration would require the Company is not eligible to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing file a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registrationon Form F-3, the Company may postpone amending or supplementing such shall promptly file with the Commission a Shelf Registration Statement (in which case, if the Valid Business Reason no longer exists on Form F-1 or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact any other form that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything Company is then permitted to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration use pursuant to Rule 415 promulgated under the Securities ActAct (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, in which case then any Shelf Registration Statement may (if the provisions Board determines it to be appropriate to do so) include an unspecified amount of Section 5(f) Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall applyspecify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. To (i) (x) Any of the extent permitted by applicable law and regulationsGreenspring Qualified Holders, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on or after following the first anniversary of the closing date hereofof the Greenspring Transaction Agreement, and (y) any Crestview Holder (in each caseQualified Holder, a “Demand Initiating Holder”) may other than the Greenspring Qualified Holders, following the first anniversary of the closing date of the IPO, shall have the right, for itself or together with one or more other Holders, to make a written request from time to time (a “Demand Registration Request”) to the Company to register, and for Registration of all or part of the Company shall register, under the Registrable Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement held by that Qualified Holder (a “Demand Registration”); provided that, unless approved by the number Board of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine Directors in its sole discretion, any Person who is a Qualified Holder solely by virtue of clause (f) after the effective date of any other Registration Statement of the definition of Qualified Holder may not make demand for an Underwritten Offering pursuant to either this Section 3.1(a) or Section 3.2 below. (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) If a Demand Registration Request is for a Shelf Registration, and the Company (other than is eligible to file a Registration Statement on Form S-4 or S-8); providedS-3, further, that a Demand Registration the Company shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated promptly file with the Demand Initiating Holder, (ii) SEC a shelf Registration Statement on Form S-3 pursuant to Rule 415 under the registration statement does not remain effective for Securities Act relating to the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securitiesRegistrable Securities by the initiating Qualified Holders from time to time in accordance with the methods of distribution elected by such Qualified Holders, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving subject to all applicable provisions of this Agreement. (iv) If the Demand Registration Request is for a Shelf Registration and the Company or because such registration would require the Company is not eligible to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing file a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registrationon Form S-3, the Company may postpone amending or supplementing such shall promptly file with the SEC a Shelf Registration Statement (in which case, if the Valid Business Reason no longer exists on Form S-1 or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact any other form that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything Company is then permitted to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration use pursuant to Rule 415 promulgated under the Securities ActAct (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Qualified Holders from time to time in accordance with the methods of distribution elected by such Qualified Holders. (v) If on the date of the Shelf Registration Request the Company is a WKSI, in which case then any Shelf Registration Statement may (if the provisions Board of Section 5(fDirectors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Holders; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall applyspecify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. To At any time following the extent permitted by applicable law and regulationsClosing Date (A) Polaris on behalf of the Polaris Holders (in such capacity, the “Polaris Requesting Holder”), and subject to Section 6 hereof (B) Meteor on up to a maximum of two occasions, at any time on or after the first anniversary behalf of the date hereof, any Crestview Holder Meteor Holders (in each case, a such capacity the “Demand Initiating Meteor Requesting Holder”, and together with the Polaris Requesting Holder, the “Requesting Holders”) may shall have the right to make a written request from time to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement time (a “Demand RegistrationRegistration Request”), ) to the number Company for Registration of all or part of the Registrable Securities stated held by such Holders (such Holders being deemed for purposes of this Article II to hold Registerable Securities issuable (or with the passage of time will be so issuable) upon exercise, conversion or exchange of any security that is exercisable for, convertible into or exchangeable for, as of any applicable date of determination, Registrable Securities without payment to the Company of any additional cash consideration, and including all Common Shares issuable (or that with the passage of time will be issuable) in such requestexchange for the Exchangeable Units); provided, however, that the Company shall not be obligated required to effect (i) a more than two Demand Registration if Requests initially delivered by the Polaris Requesting Holder or two Demand Initiating Holders, together with Registration Requests initially delivered by the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement Meteor Requesting Holder pursuant to this Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as 2.1. Any such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating pursuant to a Demand Registration until such Valid Business Reason no longer exists or, if later, Request or the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Automatic Demand Registration was requested(as defined below) shall hereinafter be referred to as a “Demand Registration.” Each Demand Registration Request shall specify (A) the aggregate amount of Registrable Securities held by applicable Holders to be registered, (B) the intended method or methods of disposition thereof, including whether it is intended to be an Underwritten Public Offering and (C) the jurisdiction(s) in which the Registration is to take place. Upon receipt of a Demand Registration Request and, subject to Section 2.1(a)(ii), and (y) in case a Registration Statement has been filed relating to a connection with the Automatic Demand Registration, the Company may postpone amending or supplementing such shall as promptly as practicable: (y) file a Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders Canadian Prospectus (a “Partner Distribution”). The Demand Registration Statement”) relating to such Demand Registration, and use its reasonable best efforts to cause such Demand Registration Statement to be promptly filed, declared effective under, and obtain issuance receipts with respect to, as may be a shelf registration pursuant reasonably requested by any Holder whose securities are to Rule 415 promulgated under be included in such sale under: (A) the Securities ActAct and (B) the applicable Canadian Securities Authorities; and/or (z) file a Canadian Preliminary Prospectus (a “Demand Canadian Preliminary Prospectus”) and a Canadian Prospectus (a “Demand Canadian Prospectus”) relating to such Demand Registration, with the applicable Canadian Securities Authorities and use its reasonable best efforts to secure the issuance of a receipt therefor, including, if necessary or useful, in which case reliance upon the provisions of Section 5(f) shall applypost-receipt pricing procedures under National Instrument 44-103 Post-Receipt Pricing.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on or after (i) Following the first anniversary of the Closing date hereofof the IPO, any Crestview Qualified Holder (in each caseshall have the right, a “Demand Initiating Holder”) may for itself or together with one or more other Qualified Holders, to make a written request from time to time (a “Demand Registration Request”) to the Company to register, and Corporation for Registration of all or part of the Company shall register, under the Registrable Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement held by that Qualified Holder (a “Demand Registration”), . (ii) Each Demand Registration Request shall specify (x) the number aggregate amount of Registrable Securities stated in such request; providedproposed to be registered, however(y) the intended method or methods of disposition thereof, that and (z) whether the Company shall not be obligated to effect Demand Registration Request is for an Underwritten Offering or a Shelf Registration (ia “Shelf Registration Request”). (iii) If a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term Request is defined in the Merger Agreement) of less than $30,000,000for a Shelf Registration, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than Corporation is eligible to file a Registration Statement on Form S-4 or S-8); providedS-3, further, that a Demand Registration the Corporation shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated promptly file with the Demand Initiating Holder, (ii) SEC a Shelf Registration Statement on Form S-3 pursuant to Rule 415 under the registration statement does not remain effective for Securities Act relating to the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securitiesRegistrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Qualified Holders Beneficially Owning a majority of Registrable Securities participating in the Registration, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving subject to all applicable provisions of this Agreement. (iv) If the Company or because such registration would require Demand Registration Request is for a Shelf Registration and the Company Corporation is not eligible to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing file a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if lateron Form S-3, the occurrence of Corporation shall promptly file with the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case SEC a Shelf Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending on Form S-1 or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact any other form that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything Corporation is then permitted to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration use pursuant to Rule 415 promulgated under the Securities ActAct (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Qualified Holders Beneficially Owning a majority of Registrable Securities participating in the Registration. (v) If on the date of the Shelf Registration Request the Corporation is a WKSI, in which case then any Shelf Registration Statement may (if the provisions Board of Section 5(fDirectors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Holders. If on the date of the Shelf Registration Request the Corporation is not a WKSI, then the Shelf Registration Request shall applyspecify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. To (i) Following the extent permitted by applicable law and regulationsoccurrence of the IPO, and subject to Section 6 hereof on up 3.4, the Principal Stockholder shall have the right to a maximum of two occasions, at any time on or after the first anniversary of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) may make a written request from time to time (a “Demand Registration Request”) to the Company to register, and for Registration of all or part of the Company shall register, under Registrable Securities held by the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement Principal Stockholder (a “Demand Registration”), . (ii) Each Demand Registration Request shall specify (w) the number aggregate amount of Registrable Securities stated in such request; providedproposed to be registered, however, that (x) the Company shall not be obligated to effect intended method or methods of disposition thereof and (iy) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) If a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term Request is defined in the Merger Agreement) of less than $30,000,000for a Shelf Registration, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than is eligible to file a Registration Statement on Form S-4 or S-8); providedS-3, further, that a Demand Registration the Company shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated promptly file with the Demand Initiating Holder, (ii) SEC a shelf Registration Statement on Form S-3 pursuant to Rule 415 under the registration statement does not remain effective for Securities Act relating to the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securitiesRegistrable Securities from time to time in accordance with the intended methods of distribution, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving subject to all applicable provisions of this Agreement. (iv) If the Demand Registration Request is for a Shelf Registration and the Company or because such registration would require the Company is not eligible to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing file a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registrationon Form S-3, the Company may postpone amending or supplementing such shall promptly file with the SEC a Shelf Registration Statement (in which case, if the Valid Business Reason no longer exists on Form S-1 or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact any other form that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything Company is then permitted to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration use pursuant to Rule 415 promulgated under the Securities ActAct (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities from time to time in accordance with the intended methods of distribution. (v) If on the date of the Shelf Registration Request the Company is a WKSI, in which case then any Shelf Registration Statement may (if the provisions Board of Section 5(fDirectors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified beneficial holders; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall applyspecify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. To (i) Upon the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on or after the first anniversary occurrence of the date hereofTrigger Event arising as a result of the Company's determination to participate in an IPO, the Company shall give the Holders prompt notice thereof. In addition, upon the occurrence of the Trigger Event, any Crestview Holder of the Holders may give to the Company, pursuant to this subparagraph (in each casei), a “Demand Initiating Holder”) may make a written request to for the registration by the Company to register, and the Company shall register, under the Securities Act of all or any part of the Registrable Securities of such Holders (other than pursuant such registration being herein called a "Demand Registration"). Within ten (10) days after the receipt by the Company of any such written request, the Company will give written notice of such registration request to a Registration Statement on Form S-4 or S-8), all Holders of Registrable Securities. (ii) Subject to the limitations contained in accordance with the terms following paragraphs of this Agreement (Section 2, after the receipt of such written request for a “Demand Registration”), (A) the number of Company will be obligated and required to include in such Demand Registration all Registrable Securities stated in such request; provided, however, that with respect to which the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated receive from Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impedeSecurities, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and within thirty (230) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when on which the Company shall have given to all Holders a written notice of registration request pursuant to Section 2(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registration was requested)Registration, and (yB) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing will use its best efforts in good faith to effect promptly the registration of all such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes Registrable Securities. All written requests made by Holders of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed pursuant to this subparagraph (ii) will specify the number of shares of Registrable Securities to be sold registered and will also specify the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject Subject to Section 6 hereof on up to a maximum of two occasions6(a), at any time on or from and after the first anniversary Initial Demand Registration Date, each of the date hereofCenterbridge Parties, any Crestview Holder the Pxxxxxx Parties and the Blackstone Parties shall have the right to make a written request to the Company (in each caserequesting Holder, a “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), register in accordance with the terms of this Agreement (a “Demand Registration”)Agreement, the sale of the number of Registrable Securities stated in such requestrequest under the Securities Act on Form S-1 or any similar long-form registration (a “Demand Registration”); provided, however, that the Company shall not be obligated to effect effect: (i) more than two Demand Registrations in the case of each of the Centerbridge Holders, the Pxxxxxx Holders and the Blackstone Holders, (ii) a Demand Registration if the Demand Initiating Holders, together with aggregate offering price of the Designated Holders (other than the Demand Initiating Holders) that have requested Registrable Securities to register securities be sold in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value offering (as such term is defined in the Merger Agreement) of less than $30,000,000, including piggyback shares and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date before deduction of any other Registration Statement underwriting discounts or commissions) is not reasonably expected to be at least $200 million, or (iii) during the pendency of an MNPI Reason Suspension Period or a Valid Business Reason Suspension Period. For purposes of the Company (other than a preceding sentence, two or more Registration Statement on Form S-4 or S-8); provided, further, that Statements filed in response to one request for a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a counted as one Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. In addition, the Company shall not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration or other previous registration in which may include a distribution the Holders of Registrable Securities towere given piggyback rights pursuant to Section 3(d). In addition, the Company shall not be obligated to effect any Demand Registration (or any registration effected pursuant to Section 3(b) or Section 5(a)) during the period starting with the date that is 60 days prior to the Company’s board of directors’ good faith estimate of the date of filing of, and resale of ending on the date that is 90 days after the effective date of, a Company-initiated registration statement, provided that the Company is actively employing in good faith reasonable best efforts to cause such Registrable Securities by, registration to become effective and the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under Company has complied with the Securities Act, in which case the provisions requirements of Section 5(f) shall apply4.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at (a) At any time on or after the first anniversary date of the date hereof, any Crestview Holder (in each casethis Agreement, a “Demand Initiating Holder”) Stockholder may make a written request to the Company Issuer to register, and the Company Issuer shall register, on the appropriate form, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”)Act, the number of Registrable Securities stated in such requestrequest (a "Demand Registration"); provided, however, that the Company Issuer shall not be obligated to effect (i) a more than one such Demand Registration in any period of 270 days, (ii) more than five such Demand Registrations in addition to the Initial Demand Registration, if the any, (iii) any Demand Initiating Holders, together Registration with the Designated Holders (other than the Demand Initiating Holders) that have requested respect to register securities in such registration statement pursuant to Section 3(b), propose to sell a sale of Registrable Securities having for aggregate Face Value consideration (as based on the Market Price of such term is defined in Registrable Securities on the Merger Agreementdate of such written request for Demand Registration) for all Stockholders of less than $30,000,000, and 250,000,000 (iiunless such request is with respect to all remaining Registrable Securities beneficially owned by the Stockholders making such request) or (iv) any Demand Registration within at any time that the Specified Period (or such shorter period as Covered Transaction Proceeds exceeds the Company may determine in its sole discretion) after the effective date of any other Registration Statement Covered Transaction Proceeds Limit. For purposes of the Company (other than a preceding sentence, two or more Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration Statements filed in response to one demand shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional one Demand Registration for purposes of this Section 3(a)Registration. (b) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by Stockholders shall identify the Demand Initiating Holder shall state Stockholders making such request and the type and amount of the Registrable Securities proposed to be sold by each and the intended method of disposition thereof. (c) On up to two occasions during the term of this Agreement, which the Majority Stockholders may include a distribution revoke any Demand Registration prior to the effective date of Registrable Securities the Registration Statement relating to such Demand Registration, and, if the Stockholders have promptly reimbursed the Issuer for all Registration Expenses arising from, in connection with or relating to, and resale such revoked Demand Registration, such revoked Demand Registration shall not count as a Demand Registration for purposes of such Registrable Securities bySection 4.1(a). Upon the revocation of a Demand Registration, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Issuer shall be permitted to withdraw the related Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyStatement.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at At any time after the earliest of (i) the expiration or consummation of the exercise of the right of the General Atlantic Stockholders and the Coinvestor Stockholders (or their respective permitted transferees) to purchase those shares of Series E Preferred Stock offered in the Rights Offering but not acquired by holders of shares of the Company's Common Stock, (ii) the termination of the Rights Offering and the occurrence of the special meeting to seek Stockholder Approval and (iii) August 15, 2004, if the Conversion and Exchange and the Conversion have not occurred on or after prior to such date, each of (A) the first anniversary of General Atlantic Stockholders, (B) the date hereofCoinvestor Stockholders, any Crestview Holder (in C) Apex Capital, (D) Passport Capital, (E) Crosslink, (F) Sagamore, (G) Criterion and (H) Heights Capital (the "Initiating Holders"), may each case, a “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement and on Form S-4 or S-8), in accordance with an appropriate registration statement form as reasonably determined by the terms of this Agreement Company and approved by the Initiating Holders (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect more than one such Demand Registration for the General Atlantic Stockholders (isubject to Section 3(e)(ii) below), more than one such Demand Registration for the Coinvestor Stockholders (subject to Section 3(e)(ii) below), more than one such Demand Registration for Apex Capital (subject to Section 3(e)(ii) below), more than one such Demand Registration for Passport Capital (subject to Section 3(e)(ii) below), more than one such Demand Registration for Crosslink (subject to Section 3(e)(ii) below), more than one such Demand Registration for Sagamore (subject to Section 3(e)(ii) below), more than one such Demand Registration for Criterion (subject to Section 3(e)(ii) below) and more than one such Demand Registration for Heights Capital (subject to Section 3(e)(ii) below). If following receipt of a written request for a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development reorganization or merger or other significant material transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested)ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Director appointed by the General Atlantic Stockholders, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing withdraw a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing, amendment or supplement filing under this Section 3(a) due to a Valid Business Reason for more than 90 days once in any twelve (12-) month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on or beginning 180 days after the first anniversary of the date hereofInitial Public Offering, any Crestview Initiating Holder (in each case, a “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than five such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Parties, (ii) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having in such Demand Registration at an anticipated aggregate Face Value offering price (as calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such term is defined in Demand Registration) to the Merger Agreement) public of less than $30,000,000, and 40,000,000 (iicalculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development reorganization or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 sixty days after the date when the Demand Registration was requested)requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 sixty days have passed since such postponement, the Demand Initiating Holder Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each all Designated Stockholders of its determination to postpone filing, amending or supplementing a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 90 120 days in any 12twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To At any time after the extent permitted by applicable law IPO ------------------------------- Effectiveness Date and regulationsprior to the time the Company is eligible to file a Registration Statement on Form S-3 or any successor thereto, each of (i) one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on (ii) one or after the first anniversary more of the date hereof, any Crestview Holder Major Stockholders (in each case, a “Demand the "Initiating Holder”Holders") may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a more than one Demand Registration if for the General Atlantic Stockholders and one Demand Initiating HoldersRegistration for the Major Stockholders pursuant to this Section 3. For purposes of the preceding sentence, together with two or more Registration Statements filed in response to one demand shall be counted as one Registration Statement. If at the Designated Holders (other than the Demand Initiating Holders) that have requested time of any request to register securities in such registration statement Registrable Securities pursuant to this Section 3(b3(a), propose the Company is engaged in, or has fixed plans to sell Registrable Securities having aggregate Face Value engage in within sixty (as 60) days of the time of such term request, a registered public offering or is defined engaged in any other activity which, in the Merger Agreement) good faith determination of less than $30,000,000the Board of Directors of the Company, and (ii) any Demand Registration within would be adversely affected by the Specified Period (or such shorter period as requested registration to the material detriment of the Company, then the Company may determine at its option direct that such request be delayed for a reasonable period not in its sole discretionexcess of three (3) months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within sixty (60) days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month periodCompany. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Upon a request for a Demand Registration, which may include a distribution the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may to be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyregistered.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at At any time on or after the first anniversary IPO Effectiveness Date, one or more of the date hereofGeneral Atlantic Stockholders as a group, any Crestview Holder acting through GAP LLC or its written designee (in each casethe "INITIATING HOLDER(S)"), a “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement registration statement on Form S-4 or S-8), in accordance with S-8 or any successor thereto) and under the terms securities or "blue sky" laws of this Agreement any jurisdiction designated by such holder or holders (a “Demand Registration”"DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect more than one (1) Demand Registration pursuant to this Section 3. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be materially adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of (i) a Demand Registration if one hundred eighty (180) days from the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in effective date of such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and offering or (ii) any Demand Registration within ninety (90) days from the Specified Period (or date of completion of such shorter period other material activity, as the case may be, such right to delay a request to be exercised by the Company may determine not more than once in its sole discretionany one-year period. In addition, the Company shall not be required to effect any registration within sixty (60) days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month periodCompany. Each request for a Demand Registration by the Demand Initiating Holder Holder(s) shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Upon a request for a Demand Registration, which may include a distribution the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may to be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyregistered.

Request for Demand Registration. To (i) Subject to the extent permitted by applicable law and regulationslimitations contained in the following paragraphs of this Section 3, and subject to Section 6 hereof on up to a maximum the holders of two occasions, thirty-three percent (33%) or more of the Registrable Securities then outstanding may at any time on or after the first anniversary of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) 180 days after the effective date of any other Registration Statement the registration statement of the Company's Qualified Public Offering, give to the Company, pursuant to this clause (i), a written request to register the Registrable Securities. Within ten (10) days after the receipt by the Company of any such written request, the Company will give written notice of such registration request to all Stockholders. (other than ii) Stockholders for inclusion of their respective shares of Registrable Securities in such Demand Registration, and (B) the Company will use its best efforts to prepare and file with the Commission a Registration Statement registration statement under the Securities Act on Form S-4 or S-8); provided, further, that a any appropriate form promulgated by the Commission and reasonably acceptable to the Stockholders requesting such Demand Registration shall be deemed not pursuant to have been effected if clause (i) after it has become effective, above covering all such Registrable Securities and shall use its best efforts to cause such registration statement is interfered with to become effective under the Securities Act. All written requests made by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, Stockholders pursuant to this clause (ii) will specify the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event number of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration shares of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, registered and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Such method of disposition shall, which may include a distribution in any case, be an underwritten offering if an underwritten offering is requested by the Demanding Stockholders (as defined in Section 3(c) hereof) holding fifty-one percent (51%) or more of the Registrable Securities to, and resale to be included in such Demand Registration by all of the Demanding Stockholders. (iii) The Stockholders shall be permitted to withdraw all or any part of the Registrable Securities of such Registrable Securities by, the equity holders of Stockholders from any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration at any time prior to the effective date of such Demand Registration but, in the case of an underwritten public offering, only if such Stockholders are permitted to do so by the managing underwriters or pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyany agreement therewith.

Request for Demand Registration. To the extent permitted by applicable law and regulationsThe HWP Stockholders as a group, and subject to Section 6 hereof on up to a maximum of two occasionsacting through HWH Capital Partners or its written designee, at any time on or after the first anniversary of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) BancAmerica may make a written request to the Company to registerregister (the party making such request, the "Initiating Holders"), and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (ix) more than five such Demand Registrations requested by the HWP Stockholders and more than one such Demand Registration requested by BancAmerica, (y) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that which have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell their Registrable Securities having at an aggregate Face Value price (as calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such term is defined in Registrable Securities) to the Merger Agreement) public of less than $30,000,0005,000,000 and (z)(i) in the case of a Demand Registration requested by the HWP Stockholders, and any such Demand Registration commencing prior to 180 days after the IPO Effectiveness Date or (ii) any Demand Registration within in the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date case of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration requested by BancAmerica, any such Demand Registration commencing prior to one year after the IPO Effectiveness Date. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the counted as one Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating HolderRegistration. In addition, if (1) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development reorganization or merger or other significant material transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 (i) forty-five (45) days after in the date when the case of a Demand Registration was requested)requested by the HWP Stockholders and (ii) nine (9) months in the case of a Demand Registration requested by BancAmerica, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 forty-five (45) days (in the case of a Demand Registration requested by the HWP Stockholders) or nine (9) months (in the case of a Demand Registration requested by BancAmerica) have passed since such withdrawal or postponement, the Demand Initiating Holder Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration StatementRegistration). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing withdraw a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing, amendment or supplement filing under this Section 3(a) due to a Valid Business Reason for more than 90 days once in any 12-eighteen (18) month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To (i) Subject to the extent permitted by applicable law limitations contained in the following paragraphs of this Section 2, Holders of not less than thirty-three and regulations, and subject to Section 6 hereof on up to a maximum one third percent (33.3%) of two occasionsall Registrable Securities at any time outstanding may, at any time on or after the first anniversary earlier of (A) the date that is one hundred and eighty (180) days following the completion of the date hereofCompany’s initial underwritten public offering, any Crestview Holder and (in each caseB) December 1, a “Demand Initiating Holder”) may make 2010, give to the Company a written request to for the registration by the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 of all or S-8), in accordance with any portion of the terms of this Agreement Registrable Securities (a “Demand Registration”), ; provided that any such request for registration shall be given only in connection with the registration of not less than 200,000 shares of Common Stock (or such greater or lesser number of Registrable Securities stated shares as shall result from a stock split or stock dividend). (ii) Subject to the limitations contained in such request; providedthe following paragraphs of this Section 2, howeverupon receipt of a written request for any Demand Registration, that the Company shall not be obligated to effect (i) a promptly give written notice of such proposed Demand Registration if to all other Holders. Such Holders shall have the Demand Initiating Holdersright, together with by giving written notice to the Designated Holders Company within fifteen (other than 15) days after the Demand Initiating Holders) that date the Company provides its notice, to elect to have requested to register securities included in such registration statement pursuant Demand Registration such of their Registrable Securities as such Holders may request in such notice of election, subject in the case of an underwritten offering to the terms of Section 3(b2(c). (iii) Following the expiration of the time period set forth in Section 2(a)(ii), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than will file a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction S-l or other order or requirement applicable form within thirty (30) days of such expiration relating to the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving all such Registrable Securities by the Company or because such registration would require Holders from time to time pursuant to Rule 415 under the Company Securities Act. All written requests made by Holders of Registrable Securities pursuant to disclose material nonpublic information that would not otherwise be required this Section 2(a) will specify the number of shares of Registrable Securities to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold registered and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by. The Company agrees that until the Registration Statement is filed, the equity holders Company will not pay any bonuses to its Chairman and President nor shall any incentive securities vest or be awarded to such individuals; provided, however, if the Registration Statement is filed within the required thirty (30) day period, the bonuses and vesting of any Crestview Holder or its equity holders incentive securities for the thirty (a “Partner Distribution”). The Demand Registration may 30) day period shall be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyrestored.

Request for Demand Registration. To Upon the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum earlier of two occasions, at any time on or (i) six (6) months after the first anniversary IPO Effectiveness Date and (ii) September 30, 2008, Investor Stockholders holding at least 25% of the date hereof, any Crestview Holder Registrable Securities then held by all of the Investor Stockholders (in each case, a the “Demand Initiating HolderHolders”) and proposing to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of the delivery of their request for demand registration) to the public of not less than $10,000,000, may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect more than two (i2) a such Demand Registration if Registrations for the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, Investor Stockholders and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a that, if such Demand Registration shall be deemed not to have been effected if (i) after it has become effectiveresult in an Initial Public Offering, such registration statement is interfered with written request must be made by any stop order, injunction or other order or requirement Investor Stockholders holding more than 50% of the Commission or other governmental authority Registrable Securities then held by all of the Investor Stockholders and proposing to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of the delivery of their request for any reason other demand registration) to the public of not less than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder$15,000,000. In addition, if (1) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because (i) in the case of a demand that would cause the Initial Public Offering, it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose make public disclosure of information, the public disclosure of which would have a material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) adverse effect upon the Company has a bona fide business purpose for preserving or (ii) it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the confidentiality of such proposed transaction or information Company (a “Valid Business Reason”), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) registration statement relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested)ninety (90) days, and (y) in case a Registration Statement registration statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement)registration statement. The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filingor withdraw, amending or supplementing but in no event for more than ninety (90) days, a Registration Statement, registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing, amendment or supplement filing under this Section 3(a) due to a Valid Business Reason for 3.1 more than 90 days once in any twelve (12-) month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To the extent permitted by applicable law and regulationsAt any time, and subject from time to Section 6 hereof on up to a maximum of two occasionstime, at any time on one or after the first anniversary more of the date hereof, any Crestview Holder Holders (in each case, a the “Demand Initiating HolderHolders”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”)Agreement, the offer or other distribution of the number of Registrable Securities stated in such requestrequest under the Securities Act, at the election of the Initiating Holders, (i) on Form S-1 or any similar long-form registration (a “Long-Form Registration”) or (ii) on Form S-3 or any similar short-form registration (other than a Shelf Registration), if such a short-form is then available to the Company (a “Short-Form Registration” and, together with a Long-Form Registration, a “Demand Registration”); provided, however, that the Company shall not be obligated to effect (iA) more than three such Long-Form Registrations for each Holder and (B) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell their Registrable Securities having at an anticipated aggregate Face Value offering price (as calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such term is defined in Registrable Securities and including any Registrable Securities subject to any applicable over-allotment option) to the Merger Agreement) public of less than (x) $30,000,000, and 10,000,000.00 in the case of a Long-Form Registration or (iiy) any Demand Registration within $5,000,000.00 in the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date case of any other Registration Statement a Short-Form Registration. For purposes of the Company (other than preceding sentence, two or more Registration Statements filed in response to one demand for a Registration Statement on Long-Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12one Long-month periodForm Registration. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold registered and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Initiating Holders shall be entitled to no more than one Short-Form Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyevery six months.

Request for Demand Registration. To the extent permitted by applicable law At any time and regulations, and subject from time to Section 6 hereof on up to a maximum of two occasions, at any time on or after (i) three months prior to the first anniversary of possible Release Date with respect to the Initial Shares that are Registrable Securities and subject to the IPO Escrow Agreement, or (ii) three months prior to the first possible date hereof, any Crestview Holder on which the restrictions on transfer may lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (in each case, a the “Demand Initiating HolderLock-up Agreement”) with respect to the Private Units (or underlying securities), all Registrable Securities held by the Alps Holdco Shareholders, the holders of a majority-in-interest of such Registrable Securities held by (x) the Pre-BC Investors, on the one hand, or (y) the Alps Holdco Shareholders, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, may make a written request to demand, on no more than one occasion in any twelve month period for each of the Company to register, Pre-BC Investors and the Company shall registerAlps Holdco Shareholders, for registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 of all or S-8)part of their Registrable Securities, in accordance with as the terms of this Agreement case may be (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that . Any demand for a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement specify the number of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event shares of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method method(s) of disposition distribution thereof, which may include a distribution . Pubco will notify all holders of Registrable Securities toof the demand, and resale each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities byin the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify Pubco within ten (10) days after the receipt by the holder of the notice from Pubco. Upon any such request, the equity holders Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. Pubco shall not be obligated to effect more than an aggregate of any Crestview Holder or its equity holders two (a “Partner Distribution”). The 2) Demand Registrations (up to one (1) Demand Registration may be initiated by a shelf registration pursuant majority-in-interest of the Pre-BC Investors, and up to Rule 415 promulgated one (1) Demand Registration initiated by a majority-in-interest of the Alps Holdco Shareholders) under the Securities Act, this Section 2.1.1 in which case the provisions respect of Section 5(f) shall applyall Registrable Securities.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject Subject to Section 6 hereof on up to a maximum of two occasions2.12, at any time and from time to time beginning on or the earlier of (x) 45 days after the first anniversary of date hereof and (y) 5 days after the date hereofinitial Shelf Registration contemplated by Section 2.02 is declared effective by the Commission, any Crestview a Requesting Holder (in each caseor Requesting Holders, a “Demand Initiating Holder”as the case may be) may make a written request (a “Demand Registration Notice”) to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”)Agreement, the number of Registrable Securities stated in such requestrequest (a “Demand Registration”); provided, however, and subject to the provisions of Section 2.12, that the Company shall not be obligated to effect (i) a more than two such Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined Registrations in the Merger Agreement) aggregate on behalf of less than $30,000,000, and all Holders or (ii) any Demand Registration within (A) with respect to which the Specified Period Requesting Holder (or such shorter period Requesting Holders, as the Company case may determine be) proposes to sell Registrable Securities in its sole discretion) after such Demand Registration, at an anticipated aggregate offering price (calculated based upon the effective date of any other Registration Statement Market Price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $20 million (other than a after giving effect to any withdrawals pursuant to Section 2.01(e)) unless such Demand Registration Statement on Form S-4 or S-8)includes all of the then outstanding Registrable Securities; provided, furtherhowever, that such Demand Registration under this Section 2.01(a)(ii)(A) shall not be considered a Demand Registration shall be deemed not to have been effected if (ifor the purposes of Section 2.01(a)(i) if, after it has become a Demand Registration becomes effective, (1) such registration statement Demand Registration is interfered with by any stop order, injunction order or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c)Governmental Authority, or (iii2) in the event of an underwritten offering, if the conditions to closing specified Maximum Offering Size determined in accordance with Section 2.01(f) is less than fifty percent (50%) of the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration number of Registrable Securities should not of the Requesting Holder(s) sought to be made included in such Demand Registration, or continued because it would materially impede(B) if the Registrable Securities that the Requesting Holder (or Requesting Holders, delay or interfere with any proposed financing, offer as the case may be) proposes to sell in such Demand Registration are already covered by an existing and effective Shelf Registration Statement which may be utilized for the offering and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required Registrable Securities requested to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month periodregistered. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Demand Initiating Holder case may be) shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by. Subject to this Section 2.01, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Company shall effect such Demand Registration may be using a non-shelf registration Registration Statement on Form S-1 unless it is otherwise then eligible to effect such Registration on Form S-3 pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply2.02.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on or after the first anniversary (i) Any of the date hereofQualified Holders has the right, any Crestview Holder (in each casefor itself or together with one or more other Holders, a “Demand Initiating Holder”) may to make a written request from time to time (a “Demand Registration Request”) to the Company to register, and for Registration of all or part of the Company shall register, under the Registrable Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement held by that Qualified Holder (a “Demand Registration”); provided that, unless approved by the number Board of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine Directors in its sole discretion, any Person who is a Qualified Holder solely by virtue of clause (f) after the effective date of any other Registration Statement of the definition of Qualified Holder may not make demand for an Underwritten Offering pursuant to either this Section 3.1(a) or Section 3.2 below. (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) If a Demand Registration Request is for a Shelf Registration, and the Company (other than is eligible to file a Registration Statement on Form S-4 or S-8); providedS-3, further, that a Demand Registration the Company shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated promptly file with the Demand Initiating Holder, (ii) SEC a shelf Registration Statement on Form S-3 pursuant to Rule 415 under the registration statement does not remain effective for Securities Act relating to the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securitiesRegistrable Securities by the initiating Qualified Holders from time to time in accordance with the methods of distribution elected by such Qualified Holders, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving subject to all applicable provisions of this Agreement. (iv) If the Demand Registration Request is for a Shelf Registration and the Company or because such registration would require the Company is not eligible to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing file a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registrationon Form S-3, the Company may postpone amending or supplementing such shall promptly file with the SEC a Shelf Registration Statement (in which case, if the Valid Business Reason no longer exists on Form S-1 or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact any other form that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything Company is then permitted to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration use pursuant to Rule 415 promulgated under the Securities ActAct (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Qualified Holders from time to time in accordance with the methods of distribution elected by such Qualified Holders. (v) If on the date of the Shelf Registration Request the Company is a WKSI, in which case then any Shelf Registration Statement may (if the provisions Board of Section 5(fDirectors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Holders; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall applyspecify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. To At any time and from time to time following 180 days after the extent permitted by applicable law and regulationsclosing of the Qualified IPO, and subject to Section 6 hereof on up to 2.12, a maximum of two occasions, at any time on or after the first anniversary of the date hereof, any Crestview Requesting Holder (in each caseor Requesting Holders, a “Demand Initiating Holder”as the case may be) may make a written request (a “Demand Registration Notice”) to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”)Agreement, the number of Registrable Securities stated in such request; request (a “Demand Registration”), provided, however, and subject to the provisions of Section 2.12, that the Company shall not be obligated to effect (i) a more than three (3) such Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities Registrations in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined any 12-month period in the Merger Agreement) of less than $30,000,000, aggregate for all Requesting Holders and (ii) any Demand Registration within with respect to which the Specified Period Requesting Holder (or such shorter period Requesting Holders, as the Company case may determine be) proposes to sell Registrable Securities in its sole discretion) after such Demand Registration at an anticipated aggregate offering price (calculated based upon the effective date of any other Registration Statement Market Price of the Registrable Securities on the date on which the Company (other receives the written request for such Demand Registration) to the public of less than a $50 million unless such Demand Registration Statement on Form S-4 or S-8)includes all of the then-outstanding Registrable Securities; provided, furtherhowever, that such Demand Registration shall not be considered a Demand Registration shall be deemed not to have been effected if for the purposes of subclause (ia)(i) above if, after it has become a Demand Registration becomes effective, (1) such registration statement Demand Registration is interfered with by any stop order, injunction order or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c)Governmental Authority, or (iii2) in the event of an underwritten offering, if the conditions to closing specified Maximum Offering Size determined in accordance with Section 2.02(f) is less than fifty percent (50%) of the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required Requesting Holder(s) sought to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of included in such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Demand Initiating Holder case may be) shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by. Subject to this Section 2.02, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Company shall effect such Demand Registration may be a shelf registration pursuant on Form S-1 unless it is otherwise then eligible to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyeffect such Registration on Form S-3.

Request for Demand Registration. To Subject to the extent permitted by applicable law provisions of the Lock-up Agreements, subsections 2.1.4, 2.1.6 and regulations, Section 2.3 hereof and subject provided that the Company does not have an effective Registration Statement pursuant to Section 6 hereof on up to a maximum of two occasionssubsection 2.1.6 outstanding covering the Registrable Securities, at any time and from time to time on or after the first anniversary Closing, (i) the Holders of at least fifteen percent (15%) of the date hereofthen-outstanding number of Registrable Securities or (ii) Cantor, any Crestview Holder Odeon and their permitted designees (in each case, a the “Demand Initiating HolderDemanding Holders”) may make a written request demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to the Company to register, be included in such Registration and the Company shall registerintended method(s) of distribution thereof (such written demand, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”). The Company shall, within five (5) Business Days of the number Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities stated of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such requestRegistration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall file a registration statement covering all Registrable Securiites with the SEC to effect Registration, as soon thereafter as practicable, and such Registration shall be declared effective by the SEC not more than thirty (30) days after the Company’s receipt of the Demand Registration requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that the Company a Registration shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in counted for such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than purposes unless a Registration Statement on Form S-4 S-1 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such any similar long-form registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, that may be available at such time (ii) the registration statement does not remain effective for the period specified in Section 3(c“Form S-1”), or if available to the Company, a Registration Statement on Form S-3 or any similar short form registration statement that may be available at such time (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business ReasonForm S-3”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), has become effective and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount all of the Registrable Securities proposed requested by the Requesting Holders to be sold and registered on behalf of the intended method of disposition thereofRequesting Holders in such Form S-1 or S-3, which as the case may include a distribution of Registrable Securities tobe, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Acthave been sold, in which case the provisions accordance with Section 3.1 of Section 5(f) shall applythis Agreement.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at At any time on or after and from time to time, following the first anniversary Effective Date, any of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) Holders may make a written request to the Company to register, and the Company shall registerregister on a Registration Statement, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8, or with respect to shares issued in an acquisition or any debt securities), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such requestrequest (subject to such Holder providing a Selling Stockholder Questionnaire at least three (3) business days prior to the required filing date); provided, however, that the Company shall not be obligated to effect (i) more than three (3) such Demand Registrations, provided, however, that a Demand Registration shall not be considered made for purposes of this clause (i) unless the requested Registration Statement has been declared effective by the Commission for more than 75% of the full amount of Registrable Securities for which registration has been requested, (ii) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having in such Demand Registration at an anticipated aggregate Face Value gross offering price (as before deducting underwriting discounts and commissions) (calculated based upon the trading price of the Registrable Securities on the date on which the Company receives the written request for such term is defined in Demand Registration) to the Merger Agreement) public of less than $30,000,000, and 25,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities or (iiiii) any such Demand Registration within ninety (90) days of the Specified Period effective date of a prior Registration Statement for an offering of Common Stock (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) with respect to shares issued in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement acquisition or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holderany debt securities). In addition, if (1) the Board of DirectorsDirectors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed material or potentially material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development reorganization or merger or other significant transaction involving the Company Company, including negotiations related thereto, or because such registration would require the Company to disclose any material nonpublic information that which would not otherwise reasonably be required likely to be disclosed under applicable law, and (2) detrimental to the Company has or otherwise make it undesirable for the Company to complete any shelf registration statement required hereby or a bona fide business purpose for preserving the confidentiality of such proposed transaction or information Demand Registration at that time (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to any shelf registration required hereby or a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 ninety (90) days after the date when the Demand Registration was requested)requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to any shelf registration statement required hereby or a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have one 90-day period has passed since such postponement, the Demand Initiating Holder Holders may request a new shelf registration or Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to all Holders participating in the Demand Initiating Holder of each relevant Registration Statement of its determination to postpone filing, amending or supplementing a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a2(b) due to a Valid Business Reason for more than 90 one hundred twenty (120) days in the aggregate in any 12-twelve month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To Subject to the extent permitted by applicable law and regulations, and subject to limitations set forth in the following paragraphs of this Section 6 hereof on up to 6.2: (i) The Holders of either (A) not less than a maximum majority of two occasions, all of the Heritage Securities at any time outstanding, or (B) at least twenty percent (20%) (on or after the first anniversary a Fully Diluted Basis) of the date hereofamount of Registrable Securities outstanding on the AGI Closing Date, any Crestview Holder as adjusted from time to time for splits, combinations and other recapitalizations (in each any such case, a “Demand Initiating Holder”) the "Demanding --------- Holders"), may make at any time give to Holding a written request to for the Company to register, and the Company shall register, ------- registration (a "Demand Registration") by Holding under the Securities Act of ------ ------------ all or any part of the Registrable Securities held by such Demanding Holders. Within five business days after the receipt by Holding of any such written request, Holding shall give written notice of such request to all Holders of Registrable Securities. (other than ii) After the receipt of a written request for a Demand Registration, (A) Holding shall be obligated to include in such Demand Registration all of the Registrable Securities with respect to which Holding shall receive the written requests of the Holders thereof for inclusion in such Demand Registration, within 20 days after the date on which Holding shall have given to all Holders a written notice of registration request pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms Section 6.2(a)(i) of this Agreement Agreement, and (a “Demand Registration”), B) Holding shall use its best efforts in good faith to effect promptly the registration of all such Registrable Securities. All written requests made by Holders of Registrable Securities pursuant to this Section 6.2(a)(ii) shall specify the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, registered and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and also specify the intended method of disposition thereof. Such method of disposition shall, which may include a distribution of Registrable Securities toin any case, and resale of such Registrable Securities bybe an underwritten offering unless Holding, the equity holders Majority Heritage Holders, or, if different, the Majority Demanding Holders, mutually consent otherwise, none of any Crestview Holder which consents shall be unreasonably withheld or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applydelayed.

Request for Demand Registration. To (i) Subject to the extent permitted by applicable law and regulationslimitations contained in the following paragraphs of this Section 7.2, and subject to Section 6 hereof on up to a maximum the Holders of two occasions, more than fifty percent (50%) of all Registrable Securities at any time on or after outstanding may at any time give to the first anniversary of the date hereofCompany, any Crestview Holder pursuant to this clause (in each casei), a “Demand Initiating Holder”) may make a written request to for the registration by the Company to register, and the Company shall register, under the Securities Act of all or any part of the Registrable Securities of such Holders (other than pursuant to such registration being herein called a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, furtherthat, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, at the time of any such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority written request for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice aggregate price to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason public for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the all Registrable Securities proposed to be sold included therein would reasonably be expected to exceed $500,000 (based on the then-current market price). Within 15 days after the receipt by the Company of any such written request, the Company will give written notice of such registration request to all Holders of Registrable Securities. (ii) Subject to the limitations contained in the following paragraphs of this Section 7.2, after the receipt of such written request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration all Registrable Securities with respect to which the Company shall receive from Holders of Registrable Securities, within 30 days after the date on which the Company shall have given to all Holders a written notice of registration request pursuant to Section 7.2(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registration, and (B) the Company will use its reasonable best efforts in good faith to cause a registration statement to be filed, and to become effective, as expeditiously as reasonably possible. All written requests made by Holders of Registrable Securities pursuant to this clause (ii) will specify the number of shares of Registrable Securities to be registered and will also specify the intended method of disposition thereof. Such method of disposition shall, which may include a distribution in any case, be an underwritten offering if an underwritten offering is requested by Holders of not less than fifty percent (50%) of the Registrable Securities to, and resale of to be included in such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyRegistration.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on or that the Company is not eligible to use Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities after [date that is 6 months from date of this Agreement], the first anniversary of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) Holders may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations, (ii) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having in such Demand Registration at an anticipated aggregate Face Value offering price (as calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such term is defined in Demand Registration) to the Merger Agreement) public of less than $30,000,000, and 20,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities or (iiiii) any such Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided. For purposes of the preceding sentence, further, that a Demand two or more Registration Statements related to the same offering by virtue of Rule 462(b) filed in response to one demand shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the counted as one Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating HolderRegistration. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development reorganization or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, law and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 ninety days after the date when the Demand Registration was requested)requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 ninety days have passed since such postponement, the Demand Initiating Holder Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each all Designated Stockholders of its determination to postpone filing, amending or supplementing a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days once in any 12six-month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at At any time on or after the first anniversary of the date hereof, any Crestview Holder the holders of 25.0% of the outstanding Registrable Securities (in each case, a “Demand Initiating Holder”determined on an as-converted basis) (the "Stockholders") may make a written request to (the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “"Demand Registration”), the number Notice") for registration of Registrable Securities stated in under the Act, and under the securities or blue sky laws of any jurisdiction designated by such requestholder or holders (a "Demand Registration"); provided, however, that the Company shall will not be obligated required to effect (i) a any Demand Registration if pursuant to this Section 13.2(a) in which the Demand Initiating Holders, together with aggregate anticipated proceeds to the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in holders requesting such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any 3,000,000 but will be required to effect an unlimited number of Demand Registration within Registrations in which the Specified Period (anticipated aggregate proceeds to the selling holders equal or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8)exceed $3,000,000; provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would will not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for effect more than 45 days after the date when the Demand Registration was requested), and (y) one registration pursuant to this section in case any six-month period. Upon a Registration Statement has been filed relating to request for a Demand Registration, the Company may postpone amending shall use its best efforts to prepare and file with the SEC, as soon as reasonably practicable, a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act (or supplementing such any successor rule or similar provision then in effect) (a "Shelf Registration Statement Statement") registering the resale from time to time by the Stockholders thereof of their Registrable Securities (in which case, if the Valid Business Reason no longer exists or if more than 45 "Demand Shelf Registration"). Within fifteen (15) days have passed since such postponementafter the receipt of the Demand Notice, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice thereof to all holders holding Registrable Securities and include in such registration all Registrable Securities held by a holder thereof with respect to which the Company has received written requests for inclusion therein at least ten (10) days prior to the filing of the Demand Initiating Holder Shelf Registration. The Company represents and warrants that, except as set forth on Schedule 13.2, no Person (other than the holders of each of its determination to postpone filing, amending or supplementing a Registration StatementSeries A Stock) currently is, and of the fact covenants that the Valid Business Reason for such postponement no longer exists or has occurredPerson shall ever be, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything entitled to the contrary contained herein, the Company may not postpone a filing, amendment or supplement piggy-back registration rights on any Demand Registration under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply13.2.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on or after the first anniversary of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that which have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell their Registrable Securities having at an aggregate Face Value price (as calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such term is defined in Registrable Securities) to the Merger Agreement) public of less than $30,000,0005,000,000 and (z)(i) in the case of a Demand Registration requested by the HWP Stockholders, and any such Demand Registration commencing prior to 180 days after the IPO Effectiveness Date or (ii) any Demand Registration within in the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date case of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration requested by BancAmerica, any such Demand Registration commencing prior to one year after the IPO Effectiveness Date. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the counted as one Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating HolderRegistration. In addition, if (1) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development reorganization or merger or other significant material transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 (i) forty-five (45) days after in the date when the case of a Demand Registration was requested)requested by the HWP Stockholders and (ii) nine (9) months in the case of a Demand Registration requested by BancAmerica, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 forty-five (45) days (in the case of a Demand Registration requested by the HWP Stockholders) or nine (9) months (in the case of a Demand Registration requested by BancAmerica) have passed since such withdrawal or postponement, the Demand Initiating Holder Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration StatementRegistration). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing withdraw a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing, amendment or supplement filing under this Section 3(a) due to a Valid Business Reason for more than 90 days once in any 12-eighteen (18) month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To (i) Subject to the extent permitted by applicable law and regulationslimitations contained in the following paragraphs of this Section 2, and subject to Section 6 hereof on up to a maximum (A) any Investor Stockholders who collectively hold 50% or more of two occasions, all Investor Registrable Securities may at any time on or after the first anniversary of the date hereofand from time to time pursuant to this subparagraph (i), any Crestview Holder (in each case, a “Demand Initiating Holder”) may make a written request to for the registration by the Company to register, and the Company shall register, under the Securities Act of all or any part of the Investor Registrable Securities of such Investor Stockholders (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (such registration being herein called a “Demand Registration”) and (B) if the entire principal amount of the Convertible Note has been converted into Convertible Note Shares prior to the second anniversary hereof, Bxxxxxx may, subject to Section 2(b), make a written request for the number of Registrable Securities stated in such request; provided, however, that registration by the Company shall not be obligated to effect under the Securities Act of such Convertible Note Shares (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (being called herein a “Valid Business ReasonNote Share Registration”), . Within ten (x10) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when receipt by the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to Company of any such written request for a Demand Registration, the Company may postpone amending or supplementing will give written notice of such Registration Statement registration request to all Holders of Registrable Securities. (ii) Subject to the limitations contained in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes following paragraphs of this Section 3(a)) or request 2, after the prompt amendment or supplement receipt of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration by the Demand Initiating Holder shall state the type and amount of the all Registrable Securities proposed with respect to which the Company shall receive from Holders of Registrable Securities, within thirty (30) days after the date on which the Company shall have given to all Holders a written notice of registration request pursuant to Section 2(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registration, and (B) the Company will use its best efforts in good faith to effect promptly the registration of all such Registrable Securities. All written requests made by Holders of Registrable Securities pursuant to this subparagraph (ii) will specify the number of shares of Registrable Securities to be sold registered and will also specify the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To the extent permitted by applicable law At any time and regulations, and subject from time to Section 6 hereof on up to a maximum of two occasions, at any time on or after the first anniversary date that Mountain Crest consummates a Business Combination, with respect to Registrable Securities the Pre-IPO Investors shall receive upon the conversion of the date hereofPrivate Units (or underlying securities), any Crestview Holder Loan Securities (in each caseor underlying securities), and all other Registrable Securities, the holders of a “Demand Initiating Holder”) majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Mountain Crest or their affiliates, or the transferees of the Investors, may make a written request to the Company to registerdemand, and the Company shall registeron no more than two occasions, for registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 of all or S-8)part of their Registrable Securities, in accordance with as the terms of this Agreement case may be (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that . Any demand for a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement specify the number of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method method(s) of disposition distribution thereof, which may include a distribution . Pubco shall notify all holders of Registrable Securities toof the demand, and resale each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities byin the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify Pubco within fifteen (15) days after the receipt by the holder of the notice from Pubco. Upon any such request, the equity holders Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. Pubco shall not be obligated to effect more than an aggregate of any Crestview Holder or its equity holders two (a “Partner Distribution”). The 2) Demand Registration may be a shelf registration pursuant to Rule 415 promulgated Registrations under the Securities Act, this Section 2.1.1 in which case the provisions respect of Section 5(f) shall applyall Registrable Securities.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at At any time commencing on or after the first anniversary date that is the earlier to occur of (x) sixteen (16) months after the IPO Effectiveness Date or (y) 180 days after the Company becomes a reporting company under the Exchange Act, either (i) the General Atlantic Shareholders, (ii) the GE Shareholders or (iii) the Holders (excluding the General Atlantic Shareholders and the GE Shareholders) holding a minimum of twenty percent (20%) of the date hereof, any Crestview Holder Registrable Securities then outstanding (in each case, a the “Demand Initiating HolderHolders”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to file a Registration Statement on Form S-4 or S-8), with respect to the number of Registrable Securities specified in accordance with the terms of this Agreement such request (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (iA) more than one Demand Registration within any 12-month period and more than two Demand Registrations for the General Atlantic Shareholders, one Demand Registration for the GE Shareholders and two Demand Registrations for the other Holders; (B) a Demand Registration for the GE Shareholders at any time before a Demand Registration for the General Atlantic Shareholders has been effected, unless one year has elapsed since the Company has become a reporting company under the Exchange Act and the Company is not then listed on a Recognized Stock Exchange outside of the United States; (C) a Demand Registration for any Holders who are not General Atlantic Shareholders or GE Shareholders at any time before a Demand Registration for the GE Shareholders has been effected and (D) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell their Registrable Securities having at an aggregate Face Value price (as calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such term is defined in Registrable Securities) to the Merger Agreement) public of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement US$10,000,000. For purposes of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if laterpreceding sentence, the occurrence filing of the Valid Business Reason (but two or more Registration Statements in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating response to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request one demand shall not be counted as an additional one Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month periodRegistration. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may Company shall not be a shelf registration obligated to take any action pursuant to Rule 415 promulgated under this Section 3.1 so long as the Securities Act, in which case the provisions of Section 5(f) shall applyCompany is eligible to use Form S-3 or F-3 or any successor thereto.

Request for Demand Registration. To At any time during the extent permitted by applicable law and regulationseighteen (18) month period commencing six (6) months from the initial Close, and subject to extension as provided in Section 6 hereof on up to a maximum of two occasions6.5 hereof, at any time on or after the first anniversary Holders holding more than 50% of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) Registrable Securities then held by of the Holders may make a written request for registration (such Designated Holders making such request being deemed to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”), the number be "Initiating Holders") of Registrable Securities stated in such request; provided, however, that under the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,0001933 Act, and (ii) any Demand Registration within under the Specified Period (securities or such shorter period as the Company may determine in its sole discretion) after the effective date blue sky laws of any other Registration Statement of the Company jurisdiction reasonably designated by such holder or holders (other than a Registration Statement on Form S-4 or S-8"Demand Registration"); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would will not otherwise be required to be disclosed under applicable law, and effect more than two (2) Demand Registrations at the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation request of the Registration Statement) relating Holders pursuant to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement)6.3. The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each Such request for a Demand Registration by shall specify the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within 15 days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders holding Registrable Securities (the "Non-Initiating Holders") and include in such registration all Registrable Securities held by a Designated Holder with respect to which may include a distribution the Company has received written requests for inclusion therein within 15 days of the receipt by such Designated Holder of such written notice. Each such request shall specify the number of Registrable Securities toto be registered, the intended method of disposition thereof and resale the jurisdictions in which registration is desired. Unless Designated Holders holding the majority of such the Registrable Securities by, to be included in the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may consent in writing, no other party, including the Company (but not including any other Designated Holder), shall be a shelf registration pursuant permitted to Rule 415 promulgated offer securities under the Securities Act, in which case the provisions of Section 5(f) shall applyany such Demand Registration.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at At any time on after six months following the IPO Effectiveness Date, the Wilsxx Xxxckholders, the General Atlantic Stockholders, the Partners Stockholders, the Alltel Stockholders, the FUCP Stockholders, the BT Stockholders or after the first anniversary of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) Motorola Stockholders may make a written request to the Company to registerregister (each of such Wilsxx Xxxckholders, General Atlantic Stockholders, Partners Stockholders, Alltel Stockholders, FUCP Stockholders, BT Stockholders or Motorola Stockholders making such request being referred to hereinafter as the "Initiating Holder"), under the Securities Act and under the securities or "blue sky" laws of any jurisdiction reasonably designated by such holder or holders, the number of Registrable Securities, the offer and sale of which shall result in net proceeds (after expenses and underwriting commissions and discounts) to such Initiating Holder of at least $5,000,000 (a "Demand Registration"), and the Company shall register, under the Securities Act use its reasonable efforts to cause such Demand Registration to become and remain effective not later than three (other than pursuant to 3) months after it receives a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (request for a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated required to effect more than one Demand Registration at the request of the Wilsxx Xxxckholders, two Demand Registrations at the request of the General Atlantic Stockholders, one Demand Registration at the request of the Partners Stockholders, one Demand Registration at the request of the Alltel Stockholders, one Demand Registration at the request of the FUCP Stockholders, one Demand Registration at the request of the BT Stockholders and two demands at the request of the Motorola Stockholders, and provided further that, if (ix) the Initiating Holder is a Motorola Stockholder, (y) the Motorola Stockholders' Registrable Securities may not then be sold pursuant to Rule 144 under the Securities Act (whether or not subject to the volume limitations thereof), and (z) the Motorola Stockholders request the registration of all of their Registrable Securities, then the Company shall be required to effect a Demand Registration at the request of the Motorola Stockholders even if the Demand Initiating Holders, together with offer and sale of all of the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Motorola Stockholders' Registrable Securities having aggregate Face Value (as such term is defined shall result in end proceeds to the Merger Agreement) Motorola Stockholders of less than $30,000,0005,000,000. For purposes of the preceding sentence, and (ii) two or more registration statements filed in response to one demand shall be counted as one registration statement. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within three months of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at is option direct that such request be delayed for a reasonable period not in excess of three months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) three months after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); providedCompany. Notwithstanding the foregoing, further, that a Demand Registration shall may not be deemed not to have been effected if initiated by: (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement (x) the Partners Stockholders within 12 months of the Commission or other governmental authority for effective date of any reason other than a misrepresentation or an omission by a Designated Holder affiliated with Registration Statement of the Demand Initiating Holder, Company in which (ii1) the registration statement does not remain effective Partners Stockholders were offered an opportunity to register Registrable Securities pursuant to Section 3(b) or Section 4 and (2) none of the Registrable Securities requested by the Partners Stockholders for inclusion in such Registration Statement were excluded pursuant to the period specified in last sentence of Section 3(c3(e) or Section 4(a), or (iiiy) the Motorola Stockholders within 12 months of the effective date of any Registration Statement of the Company in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if which (1) the Board of Directors, in its good faith judgment, determines that any registration of Motorola Stockholders were offered an opportunity to register Registrable Securities should not be made pursuant to Section 3(b) or continued because it would materially impede, delay or interfere with any proposed financing, offer Section 4 and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because were eligible to participate in such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable lawregistration, and (2) none of the Registrable Securities requested by the Motorola Stockholders for inclusion in such Registration Statement were excluded pursuant to the last sentence of Section 3(e) or Section 4(a), or (ii) any of the Wilsxx Xxxckholders, the General Atlantic Stockholders, the FUCP Stockholders or the BT Stockholders within 12 months of the effective date of any Registration Statement of the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing filed in response to a Registration Statement (but not the preparation of the Registration Statement) relating to request for a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), pursuant to this Section 3(a) and (y) in case a Registration Statement has been filed relating which the Designated Holders were offered an opportunity to a Demand Registration, the Company may postpone amending or supplementing register Registrable Securities in such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration pursuant to Section 3(b), or (which request shall not be counted as an additional Demand Registration for purposes iii) by the Motorola Stockholders before the second anniversary of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month periodAgreement. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Upon a request for a Demand Registration, which may include a distribution the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may to be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyregistered.

Request for Demand Registration. To Subject to the extent permitted by applicable law and regulations, and subject to limitations set forth in Section 6 hereof on up to a maximum of two occasions3(c) below, at any time on or after the first anniversary of the date hereoftime, any Crestview Holder Capital Z Shareholder, the Wand Investors (in taken together) and the AAM Investors (taken together) (each case, a “Demand an "Initiating Holder”") may make a written shall be entitled to request to in writing that the Company use its reasonable best efforts to register, and effect the Company shall register, registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 Act, and under the securities or S-8)"blue sky" laws of any jurisdiction designated by any such Initiating Holder, of all or part of such Initiating Holder's Registrable Securities in accordance with the terms of this Agreement Section 3 (a “"Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement"). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for Any such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by shall specify the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Upon receiving a request for a Demand Registration, the Company will promptly, but in no event more than 10 days after the receipt from the Initiating Holder of a request for a Demand Registration, give written notice of such Demand Registration to all other holders of Registrable Securities, and thereupon will, as provided in Section 6, use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act of: (i) the Registrable Securities which may include a distribution the Company has been so requested by such Initiating Holder to register; and (ii) all other Registrable Securities that the Company has been requested in writing to register by the holders thereof (such holders, together with the Initiating Holder, are hereinafter referred to as the "Selling Holders") (which requests shall specify the number of Registrable Securities to, proposed to be sold and resale the intended method of disposition thereof and shall be given to the Company within 30 days after the giving of such Registrable Securities by, written notice of the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”Demand Registration by the Company). The In connection with the foregoing, only the Initiating Holder shall be deemed to have requested the Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyRegistration.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at At any time on or after the first anniversary date of this Agreement, each of (i) PPGL, (ii) FEL, or (iii) one or more of the date hereofDemand Stockholders, any Crestview Holder acting through its representative identified on the instrument executed by it in the form attached hereto as Exhibit A or such representative's written designee (in each casethe "Initiating Holders"), a “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with any form for which the terms of this Agreement Company then qualifies and deems appropriate (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a more than one Demand Registration if for PPGL, one Demand Registration for the FEL and one Demand Registration for each of the Demand Initiating HoldersStockholders pursuant to this Section 3. For purposes of the preceding sentence, together with two or more Registration Statements filed in response to one demand shall be counted as one Registration Statement. If at the Designated Holders (other than the Demand Initiating Holders) that have requested time of any request to register securities in such registration statement Registrable Securities pursuant to this Section 3(b3(a), propose the Company is engaged in, or has fixed plans to sell Registrable Securities having aggregate Face Value (as engage in within 90 days of the time of such term request, a registered public offering or is defined engaged in or has fixed plans to engage in any other activity which, in the Merger Agreement) good faith determination of less than $30,000,000the Board of Directors of the Company, and (ii) would be adversely affected in any Demand Registration within material respect by the Specified Period (or such shorter period as requested registration, then the Company may determine at its option direct that such request be delayed for a reasonable period not in its sole discretion) excess of three months from the effective date of such offering or the date of completion of such other material activity, as the case may be; provided, however, that the Company shall not exercise such right to delay a request more than three times and for more than a total of 90 days in any one-year period. In addition, the Company shall not be required to effect any registration within 90 days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month periodCompany. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Upon a request for a Demand Registration, which may include a distribution the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may to be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyregistered.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at At any time on or after twelve months following the first anniversary of IPO Effectiveness Date, the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) General Atlantic Stockholders may make a written request to the Company to register, and register (such General Atlantic Stockholders making such request being referred to hereinafter as the Company shall register"Initiating Holders"), under the Securities Act (other than pursuant to a Registration Statement on Form S-4 and under the securities or S-8), in accordance with the terms "blue sky" laws of this Agreement (a “Demand Registration”)any jurisdiction reasonably designated by such holder or holders, the number of Registrable Securities, the offer and sale of which shall result in net proceeds (after expenses and underwriting commissions and discounts) to such Initiating Holders of at least $5,000,000 (a "Demand Registration"). The Company shall use its reasonable efforts to cause such Demand Registration to become and remain effective not later than three (3) months after it receives a request for a Demand Registration. The Company shall not be required to effect more than one (1) Demand Registration at the request of the General Atlantic Stockholders pursuant to this Section 3. Notwithstanding the foregoing, if the amount of Registrable Securities stated requested by 9 6 the Initiating Holders to be included in a Demand Registration is reduced pursuant to Section 3(d) or 4(a), then a Demand Registration shall not be deemed to have been effected at the request of such Initiating Holders. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within three (3) months of the time of such request; provided, howevera registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be obligated required to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period three (or such shorter period as the Company may determine in its sole discretion3) months after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month periodCompany. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Upon a request for a Demand Registration, which may include a distribution the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities toto be registered. Each of the Designated Holders (other than the Initiating Holders) may, pursuant to and resale of such as limited by Section 4 hereof, offer its Registrable Securities by, the equity holders of under any Crestview Holder or its equity holders (a “Partner Distribution”). The such Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of this Section 5(f) shall apply3.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on or after (i) Following the first annual anniversary of the closing date hereofof the IPO, any Crestview Holder (in each case, a “Demand Initiating Holder”) may shall have the right to make a written request from time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by that Holder; provided that any Person who is a Holder solely by virtue of clause (iv) of the definition of Holder may not make demand for an Underwritten Offering pursuant to registerthis Section 3.1(a) or Section 3.2 below. (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration. (iii) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form S-3, the Company shall registerpromptly file with the SEC a shelf Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by Holders thereof from time to time in accordance with the methods of distribution elected by such Holders, subject to all applicable provisions of this Agreement. (iv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form S-3, the Company shall promptly file with the SEC a Shelf Registration Statement on Form S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other than pursuant to a Registration Statement on Form S-4 or S-8), as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by Holders thereof from time to time in accordance with the terms methods of this Agreement distribution elected by such Holders. (v) If on the date of the Shelf Registration Request the Company is a “Demand Registration”)WKSI, then any Shelf Registration Statement may (if the number Board of Directors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities stated in such request; providedto be sold by unspecified Holders, however, that if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall not be obligated to effect (i) a Demand Registration if specify the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration amount of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyregistered.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject Subject to Section 6 hereof on up to a maximum of two occasions3(f) ------------------------------- below, at any time on or beginning six (6) months after the first anniversary closing of the date hereof, any Crestview Holder purchase of the Shares by the Company pursuant to the Option Agreement the Holders holding at least 25% of the Registrable Securities held by all of the Holders (in each case, a “Demand the "Initiating Holder”Holders") may make a written request to in writing the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable ------------------ Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving under the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable lawAct, and (2) under the Company has a bona fide business purpose for preserving the confidentiality securities or blue sky laws of any jurisdictions designated by such proposed transaction holder or information holders (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement registration under this Section 3(a) due that satisfies the requirements set forth in Section 3(b) is referred to herein as a Valid Business Reason for "Demand Registration"). Notwithstanding the foregoing, ------------------- in no event shall the Company be required to effect more than 90 days in any 12-month periodone Demand Registration. Each The request for a Demand Registration by the Demand Initiating Holder Holders in respect thereof shall state specify the type and amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, which may the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a distribution Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Such request will also specify the number of Registrable Securities to, and resale of such Registrable Securities byto be registered, the equity holders intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any Crestview Holder registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or its equity holders (a “Partner Distribution”). The shares of Common Stock held by Stockholders other than the Holders; provided, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders exercising the Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyrights.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at (i) At any time on or after the first anniversary Respective Demand Registration Date, one or more of (x) the General Atlantic Shareholders as a group, acting through GAP LP or their written designee or (y) the Class A Shareholders as a group, upon the written request of Class A Shareholders holding 25% or more of the date hereofRegistrable Securities held by all the Class A Shareholders, any Crestview Holder (in each caseeach, a an “Demand Initiating Holder” and together, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (iA) more than two (2) such Demand Registrations for the General Atlantic Shareholders and more than six (6) such Demand Registrations in the aggregate for the Class A Shareholders and (B) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell their Registrable Securities having at an aggregate Face Value price (as calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such term is defined in Registrable Securities) to the Merger Agreement) public of less than $30,000,000, and if the Initiating Holders have elected in accordance with Section 3(e) to cause such Demand Registration to be in the form of a firm commitment underwritten offering, or $15,000,000, if the Initiating Holders have not elected to cause such Demand Registration to be in the form of a firm commitment underwritten offering. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (x) materially impede, delay or interfere with adversely affect any proposed material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development reorganization or merger or other significant material transaction involving the Company or because such registration would (y) require the Company to disclose material nonpublic in a Registration Statement information that would not otherwise be then required by law to be publicly disclosed under applicable lawand, in the good faith judgment of the Board of Directors, (A) such disclosure would be materially harmful to the Company and its stockholders or (2B) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (each, a “Valid Business Reason”), (x) the Company (1) may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested)ninety (90) days, and (y2) in case a Registration Statement has been filed relating to a Demand Registration, upon the Company approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing withdraw a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing, amendment or supplement filing under this Section 3(a) due to a Valid Business Reason for more than 90 days twice in any twelve (12-) month periodperiod for periods that in the aggregate may not exceed ninety (90) days. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at At any time on or after the first anniversary IPO Effectiveness Date, (i) one or more of the date hereofGeneral Atlantic Shareholders as a group, acting through GAP LLC or its written designee; (ii) the Major Shareholders as a group, acting through Johnxxx; xx (iii) the Series F Shareholders holding Registrable Securities representing (after giving effect to any Crestview Holder adjustments) at least a majority of the aggregate number of Registrable Securities owned by all of the Series F Shareholders (in other than GAP 52 or GAP Coinvestment II) (each caseof (i), a “Demand (ii) or (iii), the "Initiating Holder”Holder(s)") may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement registration statement on Form S-4 or S-8), in accordance with S-8 or any successor thereto) and under the terms securities or "blue sky" laws of this Agreement any jurisdiction designated by such holder or holders (a “"Demand Registration”"), the number of Registrable Securities stated in such request; providedPROVIDED, however, HOWEVER that the Company shall not be obligated to effect more than two (i2) a Demand Registrations for the General Atlantic Shareholders, two (2) Demand Registrations for the Major Shareholders and one (1) Demand Registration if for the Demand Initiating HoldersSeries F Shareholders pursuant to this Section 3; PROVIDED, together with that in the Designated Holders (other than event that the Demand Initiating Holders) that have requested rights granted to register securities in such registration statement the holders of Registrable Securities pursuant to Section 3(b4 hereof shall cease to be available to such holders as a result of changes in the federal securities laws, then the number of Demand Registrations available to such Series F Shareholders hereunder shall be increased from one (1) Demand Registration to two (2) Demand Registrations pursuant to this Section 3. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), propose the Company is engaged in, or has fixed plans to sell Registrable Securities having aggregate Face Value engage in within thirty (as 30) days of the time of such term request, a registered public offering or is defined engaged in any other activity which, in the Merger Agreement) good faith determination of less than $30,000,000the Board of Directors of the Company, and (ii) any Demand Registration within would be adversely affected by the Specified Period (or such shorter period as requested registration to the material detriment of the Company, then the Company may determine at its option direct that such request be delayed for a reasonable period not in its sole discretionexcess of three (3) months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within ninety (90) days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month periodCompany. Each request for a Demand Registration by the Demand Initiating Holder Holder(s) shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Upon a request for a Demand Registration, which may include a distribution the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may to be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyregistered.

Request for Demand Registration. To Subject to the extent permitted by applicable law and regulationsprovisions of this Agreement, and subject to Section 6 hereof beginning on up to the date 120 days after the Effective Date, RAM, on behalf of itself and/or one or more of its Affiliates, or any Permitted Transferee that is a maximum of two occasionsHolder (each a "REQUESTING HOLDER"), at any time on or after the first anniversary of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) may make a written request deliver to the Company to registerone or more written requests (each, and a "DEMAND REQUEST") that the Company shall register, effect the registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with of the terms offer and sale of this Agreement (a “Demand Registration”), the that number of Registrable Securities stated in such requestrequested and owned, beneficially or of record, by the Requesting Holder(s) (a "DEMAND REGISTRATION"); provided, however, that the Company shall not be obligated required to effect (i) a more than two Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities Registrations in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and any 12-month period or (ii) any Demand Registration in which the Registrable Securities requested to be included in such registration (x) comprise less than the number of shares that could be sold without registration within a three-month period pursuant to the Specified Period provisions of Rule 144(e)(1) or (y) have an aggregate fair market value of less than $20,000,000, as determined by reference to the closing price of the Registrable Securities on the date of delivery of such Demand Request on the principal national securities exchange on which the Registrable Securities are listed or, if not then listed on a national securities exchange, on the Nasdaq Stock Market or such shorter period as in the over the counter market. Subject to the provisions of this Agreement, within 60 days after receipt of a Demand Request (the "REQUIRED FILING DATE") the Company may determine in its sole discretion) after shall file a registration statement on such appropriate form under the effective date of any other Registration Statement of Securities Act as shall be determined by the Company and reasonably acceptable to the Requisite Requesting Holders (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed such acceptance not to have been effected if (ibe unreasonably withheld) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration as may be a shelf registration requested in any such Demand Request together with any other Registrable Securities as may be requested to be included by Joining Holders pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply2.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject Subject to Section 6 hereof on up to a maximum of two occasions2.11, at any time, and from time on or after the first anniversary of the date hereofto time, any Crestview a Requesting Holder that is a Ten Percent Holder (in each casealong with any other Requesting Holder that is also a Ten Percent Holder) may make up to three (3) written requests (each, a “Demand Initiating HolderRegistration Notice”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement Agreement, the number of Registrable Securities stated in each such request (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, and subject to the provisions of Section 2.11, that the Company shall not be obligated to effect (i) a more than two (2) such Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities Registrations in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined any 12-month period in the Merger Agreement) of less than $30,000,000, aggregate for all Requesting Holders and (ii) any Demand Registration within the Specified Period with respect to which such Requesting Holder (or such shorter period Requesting Holders, as the Company case may determine be) proposes to sell Registrable Securities (including any Registrable Securities proposed to be sold by other Holders pursuant to Section 2.01(c)) in its sole discretion) after such Demand Registration at an anticipated aggregate offering price (calculated based upon the effective date of any other Registration Statement Market Price of the Registrable Securities on the date on which the Company (other receives the written request for such Demand Registration) to the public of less than a $150 million unless such Demand Registration Statement on Form S-4 or S-8)includes at least 20% of the then-outstanding Registrable Securities; provided, furtherhowever, that such Demand Registration shall not be considered a Demand Registration shall be deemed not to have been effected if for the purposes of subclause (ia)(i) above if, after it has become a Demand Registration becomes effective, (1) such registration statement Demand Registration is interfered with by any stop order, injunction order or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c)Governmental Authority, or (iii2) in the event of an underwritten offering, if the conditions to closing specified Maximum Offering Size determined in accordance with Section 2.01(f) is less than seventy-five percent (75 %) of the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required sought to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of included in such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, by the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requestedRequesting Holder(s) and by other Holders pursuant to Section 2.01(c), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Demand Initiating Holder case may be) shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof; provided, which may include that a distribution of Registrable Securities to, Demand Registration shall not provide for an offering on a delayed or continuous or “shelf” basis and resale of such Registrable Securities byRegistrations shall be required only in accordance with Section 2.02. Subject to this Section 2.01 and Section 1.02(a)(vii), the equity holders Company shall effect such Demand Registration on Form S-1 unless it is otherwise then eligible to effect such Registration on Form S-3. For the avoidance of doubt, a Holder that, together with its Affiliates, does not beneficially own (without giving effect to the existence of any Crestview group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision)) at least 10% of the outstanding Common Stock, may not join with another such Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf to reach the 10% threshold required to exercise demand registration rights pursuant to Rule 415 promulgated under this Section 2.01; provided, that, after such demand registration rights are exercised, any such Holders and their Affiliates may join with another Holder to reach either the Securities Act, in which case the provisions 20% threshold or $150 million threshold for purposes of this Section 5(f) shall apply2.01.

Request for Demand Registration. To the extent permitted by applicable law At any time and regulations, and subject from time to Section 6 hereof on up to a maximum of two occasions, at any time on or after (i) the Effective Date with respect to the Private Units (or underlying securities), (ii) three months prior to the first anniversary of possible Release Date with respect to the Initial Shares that are Registrable Securities and subject to the IPO Escrow Agreement, or (iii) three months prior to the first possible date hereof, any Crestview Holder on which the restrictions on transfer may lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (in each case, a the “Demand Initiating HolderLock-up Agreement”) with respect to all Registrable Securities held by the SoundHound Investors, the holders of a majority-in-interest of such Registrable Securities held by (x) the Pre-BC Investors, on the one hand, or (y) the SoundHound Investors, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, may make a written request to demand, on no more than two occasions in any twelve month period for each of the Company to register, Pre-BC Investors and the Company shall registerSoundHound Investors, for registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 of all or S-8)part of their Registrable Securities, in accordance with as the terms of this Agreement case may be (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that . Any demand for a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement specify the number of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event shares of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method method(s) of disposition distribution thereof, which may include a distribution . The Company will notify all holders of Registrable Securities toof the demand, and resale each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities byin the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within ten (10) days after the receipt by the holder of the notice from the Company. Upon any such request, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”)Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations (up to one (1) Demand Registration may be initiated by a shelf registration pursuant majority-in-interest of the Pre-BC Investors, and up to Rule 415 promulgated two (2) Demand Registrations initiated by a majority-in-interest of the SoundHound Investors) under the Securities Act, this Section 2.1.1 in which case the provisions respect of Section 5(f) shall applyall Registrable Securities.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject Subject to Section 6 hereof on up to a maximum of two occasions6(a), at any time on following the Initial Demand Registration Date with respect to the Oaktree Stockholders, the Apollo Stockholders, the Sankaty Stockholders or after the first anniversary of Other 10% Investor Stockholders, as the date hereofcase may be, any Crestview Holder such Oaktree Stockholder, Apollo Stockholder, Sankaty Stockholder and/or Other 10% Investor Stockholder will have the right (in each casecollectively, a the “Demand Initiating HolderHolders”) may to make a written request to the Company to register, and the Company shall registerregister in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement on Form S-1 or any similar long-form registration (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect effect: (iA) more than three Demand Registrations in the case of the Oaktree Stockholders, more than two Demand Registrations in the case of the Apollo Stockholders, more than one Demand Registration in the case of the Sankaty Stockholders and more than one Demand Registration in the case of each of the additional Other 10% Investor Stockholders; (B) a Demand Registration if within the 12-month period preceding the date of the written request for a Demand Registration the Company has effected either (1) two Demand Registrations (including registrations effected pursuant to Section 3(b) and Section 5(b)) or (2) one Demand Registration (including registrations effected pursuant to Section 3(b) and Section 5(b)) and another registration statement of the Company under the Securities Act with respect to the Common Stock has been declared effective within the 12-month period preceding such written request for such Demand Registration and at least $50 million of the then outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statement; (C) a Demand Registration if the Demand Initiating HoldersHolders propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities and including any Registrable Securities subject to any applicable over-allotment option) to the public of less than, together with in the Designated Holders (case of the Initial Public Offering, $100 million, and in the case of any offering other than the Demand Initiating HoldersInitial Public Offering, $50 million, or (D) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in during the Merger Agreement) pendency of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement a Suspension Period. For purposes of the Company (other than a preceding sentence, two or more Registration Statement on Form S-4 or S-8); provided, further, that Statements filed in response to one request for a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a counted as one Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. In addition, which may include a distribution the Company shall not be obligated to effect any Demand Registration (including registrations effected pursuant to Section 3(b) and Section 5(b)) during the period starting with the date that is 60 days prior to the Company’s board of Registrable Securities todirectors’ good faith estimate of the date of filing of, and resale of ending on the date that is 90 days after the effective date of, a Company initiated registration statement, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such Registrable Securities by, registration to become effective and the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under Company has complied with the Securities Act, in which case the provisions requirements of Section 5(f) shall apply4.

Request for Demand Registration. To Subject to the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum ------------------------------- proviso at the end of two occasionsthis sentence, at any time commencing on or after the first later of (i) the IPO Effectiveness Date and (ii) the second anniversary of the date hereofof this Agreement, any Crestview Holder the General Atlantic Stockholders, acting through GAP LP or its written designee, the identity of which shall be certified to the Company in writing by the General Atlantic Stockholders (in each casethe "Initiating Holders"), a “Demand Initiating Holder”) may ------------------ make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement S-8 or any successor thereto) (a “"Demand ------ Registration”"), the number of Registrable Securities held by such Initiating ------------ Holders stated in such request; provided, however, that the Company shall not be obligated to effect (i) a any -------- ------- such Demand Registration if the Demand Company is eligible to use Form S-3 (or any successor form thereto) and the Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested are permitted to register securities in such registration statement initiate an S-3 Registration pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement5(a) of less than $30,000,000, and (ii) any more than one such Demand Registration within for the Specified Period Initiating Holders unless less than seventy-five percent (or such shorter period as 75%) of the Initiating Holders' requested securities were included in the previous Demand Registration, in which case the Initiating Holders shall have the right to require the Company may determine in its sole discretion) after to effect one additional Demand Registration. Notwithstanding the effective date of any other Registration Statement of foregoing, the Company (other shall not be required to effect more than a Registration Statement on Form S-4 or S-8); provided, further, that a two Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified Registrations in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holdertotal. In addition, if (1) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development reorganization or merger or other significant material transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “"Valid Business Reason”"), the Company may --------------------- (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested)ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing withdraw a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing, amendment or supplement filing under this Section 3(a) due to a Valid Business Reason for more than 90 days once in any twelve (12-) month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at At any time on or after the first anniversary earlier to occur of: (i) June 30, 2011 or (ii) twelve (12) months after the effectiveness of the date hereofCompany’s Initial Public Offering, any Crestview Holder Holders of at least 50% of the Registrable Securities then outstanding (in each case, a the “Demand Initiating HolderHolders”) may have the right to make a written request to the Company to register, and the Company shall use its best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 X-0, X-0 or S-8), in accordance with the terms of this Agreement F-8 or S-8 or any successor thereto) (a “Demand Registration”), the number amount of Registrable Securities stated in such request; provided, however, that the Company will not be required to effect any Demand Registration unless either (x) the Initiating Holders propose to sell at least 20% of their Registrable Securities or (y) the anticipated gross offering proceeds (calculated before deduction of any underwriting discounts and commissions) exceed US$5,000,000; and provided further, that the Company shall not be obligated (a) to effect more than two (i2) a Demand Registrations pursuant to this Section or (b) to effect any Demand Registration if the Company has, within the six (6) month period preceding such request, already effected a Demand Registration or F-3 Registration in which all of the Registrable Securities proposed to be sold by the Initiating HoldersHolders or F-3 Initiating Holders were registered and sold pursuant to the registration statement governing such Demand Registration or F-3 Registration, together with as the Designated case may be, or in which the Holders (had an opportunity to participate pursuant to the provisions of Section 4, other than a registration from which all or any portion of the Demand Initiating Holders) that have Registrable Securities the Holders requested to register securities be included in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (were excluded or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement not sold. For purposes of the Company (other than a preceding sentence, two or more Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration Statements filed in response to one demand shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the counted as one Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating HolderRegistration. In addition, if (1) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would be materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving detrimental to the Company and its shareholders for such registration to become effective or because to remain effective as long as such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable lawremain effective because such action would (x) materially interfere with any material financing, and acquisition, corporate reorganization or merger or other material transaction involving the Company, (2y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the confidentiality of such proposed transaction Company unable to comply with requirements under the Securities Act or information Exchange Act (each, a “Valid Business Reason”), (x) then the Company may may: (i) postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of shall such postponement last for more than 45 exceed ninety (90) days after commencing from the date when the Demand Company has reasonably decided to postpone filing such Registration was requested), Statement; and (yii) in case that a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company primarily for the purpose of postponing filing of Registration Statement, the Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing withdraw a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing, amendment or supplement filing under this Section 3(a) due to a Valid Business Reason for 3.1 more than 90 days once in any twelve (12-) month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject Subject to Section 6 hereof on up to a maximum of two occasions2.12, at any time on or and from time to time after the first anniversary consummation of the date hereofCompany Spin-Off, any Crestview a Requesting Holder (in each caseor Requesting Holders, a “Demand Initiating Holder”as the case may be) may make a written request (a “Demand Registration Notice”) to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”)Agreement, the number of Registrable Securities stated in such requestrequest (a “Demand Registration”); provided, however, and subject to the provisions of Section 2.12, that the Company shall not be obligated to effect (i) a more than three (3) such Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined Registrations in the Merger Agreement) of less than $30,000,000, and aggregate or (ii) any Demand Registration within (A) with respect to which the Specified Period Requesting Holder (or such shorter period Requesting Holders, as the Company case may determine be) proposes to sell Registrable Securities in its sole discretion) after such Demand Registration at an anticipated aggregate offering price (calculated based upon the effective date of any other Registration Statement Market Price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $40 million (other than a after giving effect to any withdrawals pursuant to Section 2.01(e)) unless such Demand Registration Statement on Form S-4 or S-8)includes all of the then outstanding Registrable Securities; provided, furtherhowever, that such Demand Registration under this Section 2.01(a)(ii)(A) shall not be considered a Demand Registration shall be deemed not to have been effected if (ifor the purposes of Section 2.01(a)(i) if, after it has become a Demand Registration becomes effective, (1) such registration statement Demand Registration is interfered with by any stop order, injunction order or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c)Governmental Authority, or (iii2) in the event of an underwritten offering, if the conditions to closing specified Maximum Offering Size determined in accordance with Section 2.01(f) is less than fifty percent (50%) of the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not of the Requesting Holder(s) sought to be made included in such Demand Registration, or continued because it would materially impede(B) if the Registrable Securities that the Requesting Holder (or Requesting Holders, delay or interfere with any proposed financing, offer as the case may be) proposes to sell in such Demand Registration are already covered by an existing and effective Shelf Registration Statement which may be utilized for the offering and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required Registrable Securities requested to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month periodregistered. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Demand Initiating Holder case may be) shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by. Subject to this Section 2.01, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Company shall effect such Demand Registration may be using a non-shelf registration Registration Statement on Form S-1 unless it is otherwise then eligible to effect such Registration on Form S-3 pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply2.02.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at At any time commencing on or the earlier to occur of (x) six (6) months after the first anniversary IPO Effectiveness Date and (y) six (6) months after the Company becomes a reporting company under the Exchange Act (an “Exchange Act Registration”), the Designated Holders of at least 25% of the date hereof, any Crestview Holder Registrable Securities then outstanding (in each case, a the “Demand Initiating HolderHolders”) may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 X-0, X-0 or S-8), in accordance with the terms of this Agreement S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (ix) more than two such Demand Registrations and (y) a Demand Registration if the Initiating Holders propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$10,000,000 and provided further, that the Company shall not be obligated to effect any such Demand Registration if the Company has, within the six (6) month period preceding such request, already effected a Demand Registration or F-3 Registration in which all of the Registrable Securities proposed to be sold by the Initiating HoldersHolders or F-3 Initiating Holders were registered and sold pursuant to the registration statement governing such Demand Registration or F-3 Registration, together with as the case may be, or in which the Designated Holders (had an opportunity to participate pursuant to the provisions of Section 3(b) or Section 4, other than a registration from which all or any portion of the Demand Initiating Holders) that have Registrable Securities the Designated Holders requested to register securities be included in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (were excluded or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement not sold. For purposes of the Company (other than a preceding sentence, two or more Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration Statements filed in response to one demand shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the counted as one Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating HolderRegistration. In addition, if (1) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would be materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving detrimental to the Company and its shareholders for such registration to become effective or because to remain effective as long as such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable lawremain effective because such action would (x) materially interfere with any material financing, and acquisition, corporate reorganization or merger or other material transaction involving the Company, (2y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the confidentiality of such proposed transaction Company unable to comply with requirements under the Securities Act or information Exchange Act (each, a “Valid Business Reason”), (x) then the Company may may: (i) postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists orexists, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 ninety (90) days after from the date when the Company receives a written request for a Demand Registration was requested), Registration; and (yii) in case that a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing withdraw a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing, amendment or supplement filing under this Section 3(a) due to a Valid Business Reason for more than 90 days once in any twelve (12-) month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at At any time on or commencing after the first second anniversary of the date hereof, any Crestview Designated Holder (in each case, a “Demand Initiating Holder”) or Designated Holders may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such requestrequest (any such Designated Holder, an "Initiating Holder"); provided, however, that the Company shall not be obligated to effect more than two such Demand Registrations for each such Designated Holder and its Affiliates. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of a Registration Statement and to suspend the effectiveness of any such Registration Statement for a reasonable period of time (inot exceeding ninety (90) a Demand Registration days) if the Demand Initiating Holders, together with Company furnishes to the Designated Holders (other than a certificate signed by the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in Chairman of the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within Board or the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement President of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, stating that a Demand Registration shall be deemed not to have been effected if (i) after it the Company has become effective, determined in good faith that effecting such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than at such time would adversely affect a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed material financing, offer and sale of securities, acquisition, mergerdisposition of assets or stock, tender offer, business combination, corporate reorganization, material operational development merger or other significant comparable transaction involving the Company or because such registration would require the Company to disclose make public disclosure of information the public disclosure of which would have a material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) adverse effect on the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “"Valid Business Reason”"), so long as the Designated Holders shall have the rights set forth in this Article IV within ninety (x90) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration days of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement)event. The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing withdraw a Registration Statement, Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists or has occurred, as applicableexists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing, amendment or supplement under this Section 3(a) filing due to a Valid Business Reason for under this Section 4.1 or Section 6.3 more than 90 days once in any twelve (12-) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at any time on One or after the first anniversary more of the date hereofGeneral Atlantic Shareholders as a group, any Crestview Holder acting through GAP or its written designee (in each casethe "Initiating Holders"), a “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form F-4, S-4 or S-8)ox X-0 xx any successor thereto and other than solely pursuant to a Registration Statement on Form F-6) (each, in accordance with the terms of this Agreement (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided. Notwithstanding the foregoing, however, that the Company shall not be obligated to effect (i) more than two Demand Registrations for the General Atlantic Shareholders, collectively; and (ii) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell their Registrable Securities having at an aggregate Face Value price (as such term is defined in calculated based upon the Merger AgreementMarket Price of the Registrable Securities on the date the Company receives the request for the Demand Registration) of to the public for less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement 10,000,000. For purposes of the Company (other than a preceding sentence, two or more Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration Statements filed in response to one demand shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the counted as one Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating HolderRegistration. In addition, if (1) If the Board of DirectorsDirectors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere in any material respect with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development reorganization or merger or other significant material transaction or activity involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence for a reasonable period not in excess of the Valid Business Reason ninety (but in no event may the duration of such postponement last for more than 45 90) days after from the date when of notice provided in the Demand Registration was requested)manner described below, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Company's Board of Directors, such majority to include at least one General Atlantic Director (as defined in the Participation Agreement), may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing withdraw a Registration Statement, before taking any such action and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing, amendment or supplement filing under this Section 3(a) due to a Valid Business Reason for more than 90 days once in any twelve (12-) month period. Each request for a Demand Registration by the Demand Initiating Holder Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. To the extent permitted by applicable law At any time and regulations, and subject from time to Section 6 hereof on up to a maximum of two occasions, at any time on or after the first anniversary date of this Agreement, Investors holding a majority-in-interest of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) Registrable Securities may make a written request to the Company to registerdemand (a “Demand Notice”), and the Company shall registeron no more than two occasions in any twelve month period for all Investors collectively, for registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 of all or S-8)part of their Registrable Securities, in accordance with as the terms of this Agreement case may be (a “Demand Registration”); provided, however, that, a demand for a Demand Registration may only be made if the sale of the Registrable Securities requested to be registered by such Investors is reasonably expected to result in aggregate gross cash proceeds in excess of $2,500,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2.1.1, the number of Registrable Company shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities stated in Act as promptly as practicable after the filing thereof (if such requestRegistration Statement is not an Automatic Shelf Registration Statement); provided, however, that the Company shall not be obligated permitted to effect (ifile a post-effective amendment or prospectus supplement to any effective Shelf Registration Statement in lieu of filing a new Registration Statement to the extent the Company determines, and the Investor(s) a Demand Registration if agree that the Demand Initiating Holders, together with Registrable Securities of the Designated Holders (other than the Demand Initiating HoldersInvestor(s) that have requested to register securities in may be sold thereunder by such registration statement Investor(s) pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in their intended plan of distribution. Any Demand Notice shall specify the Merger Agreement) number of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date shares of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method method(s) of disposition distribution thereof, which may include a distribution . The Company will notify all holders of Registrable Securities toof the demand, and resale each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. With respect to any particular Registrable Security, the Company shall not be obligated to effect more than an aggregate of one (1) Demand Registration under this Section 2.11 in respect of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applySecurity.

Request for Demand Registration. To the extent permitted by applicable law At any time and regulations, and subject from time to Section 6 hereof on up to a maximum of two occasions, at any time on or after (i) the first anniversary date that Parent consummates a Business Combination with respect to the Registrable Securities, the holders of a majority-in-interest of the date hereofRegistrable Securities, any Crestview Holder (in each caseas the case may be, a “Demand Initiating Holder”) held by the Holders, officers or directors of the Parent or their affiliates, or the transferees of the Holders, may make a written request to the Company to registerdemand, and the Company shall registeron no more than two occasions, for registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 of all or S-8)part of their Registrable Securities, in accordance with as the terms of this Agreement case may be (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company Purchaser shall not only be obligated to effect (i) a Demand Registration if the Demand Initiating Holderssuch offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, together with the Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than aggregate, $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that 10,000,000. Any demand for a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement specify the number of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or supplementing a Registration Statement, and of the fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason for more than 90 days in any 12-month period. Each request for a Demand Registration by the Demand Initiating Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method method(s) of disposition distribution thereof, which may include a distribution . Purchaser will notify all holders of Registrable Securities toof the demand, and resale each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities byin the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Purchaser within fifteen (15) days after the receipt by the holder of the notice from the Purchaser. Upon any such request, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”)Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Purchaser shall not be obligated to effect more than an aggregate of two (2) Demand Registration may be a shelf registration pursuant to Rule 415 promulgated Registrations under the Securities Act, this Section 2.1.1 in which case the provisions respect of Section 5(f) shall applyall Registrable Securities.