Common use of Request for Demand Registration Clause in Contracts

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at any time after the date hereof, one or more of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "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 or any successor thereto) (a "DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than one such Demand Registration for the Commonwealth Stockholders as a group and (y) more than one such Demand Registration for the General Atlantic Stockholders as a group. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty (120) days, and (y) 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the Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject At any time, and from time to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at any time after the date hereof, one or more of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "INITIATING HOLDER" and togethertime, the "INITIATING HOLDERS"), 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 or any successor thereto) Act, in accordance with the terms of this Agreement (a "DEMAND REGISTRATION"“Demand Registration”), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that subject to Section 3(c), the Company shall not be obligated to effect (xi) more than one two such Demand Registrations or (ii) any such Demand Registration for within ninety (90) days after the Commonwealth Stockholders as effective date of any other Registration Statement of the Company (other than a group and (y) more than one such Demand Registration for the General Atlantic Stockholders as a groupStatement on Form S-4 or S-8 or any successor form thereto). For purposes of the preceding sentencethis Section 3(a), two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. If In addition, if the Company’s Board of Directors, Directors determine in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with and adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a "VALID BUSINESS REASON"“Valid Business Reason”), (x) the Company may (x) 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, but in no event for more than one hundred and twenty (120) days, exists and (y) 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, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or Company may postpone amending or supplementing such Registration StatementStatement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) day. The Company shall give written notice to all Designated Stockholders of its determination to postpone or withdraw the filing of a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve month periodthereof. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at At any time commencing one year after the date hereof, one or more of (i) either the General Atlantic Stockholders, acting through GAP LLC Stockholders or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Coinvestor Stockholders (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERSInitiating 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 and on Form S-4 or S-8 or any successor thereto) an appropriate registration statement form as reasonably determined by the Company and approved by the Initiating Holders (a "DEMAND REGISTRATIONDemand Registration"), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than one such Demand Registration for the Commonwealth Stockholders as a group and (y) more than one such Demand Registration for the General Atlantic Stockholders as a group. For purposes of (subject to Section 3(e)(ii) below) and more than one such Demand Registration for the preceding sentence, two or more Registration Statements filed in response Coinvestor Stockholders (subject to one demand shall be counted as one Demand RegistrationSection 3(e)(ii) below). If following receipt of a written request for a Demand Registration 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASONValid Business Reason"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty ninety (12090) days, and (y) 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, 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. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at At any time after the date hereof, one or more of (i) Restricted Period and if and to the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote extent permitted by Article 2 of the holders of a majority of Stockholder Agreement, the Registrable Securities held by the Commonwealth Atairos Stockholders (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERS"“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 or any successor thereto) (a "DEMAND REGISTRATION"“Demand Registration”), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that subject to Section 3(c)the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000, and provided further that the Company shall not be obligated to effect (x) more than one three such Demand Registration Registrations for the Commonwealth Stockholders as a group and (y) more than one such Demand Registration for the General Atlantic Stockholders as a groupAtairos Stockholders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or because it would otherwise be seriously detrimental to the Company and its stockholders to effect a registration of Registrable Securities at that time (a "VALID BUSINESS REASON"“Valid Business Reason”), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty (120) 90 days, and (y) 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, upon the approval of a majority of the Board of Directors (such majority to include the Atairos Designee (as defined in the Stockholder Agreement) if any such designee is then serving on 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. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section ‎Section 3(a) more than once in any twelve 12 month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at any time after the date hereof, one or more of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "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 or any successor thereto) (a "DEMAND REGISTRATIONRegistration"), the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than one such Demand Registration for the Commonwealth Stockholders as a group and (y) more than one such Demand Registration for the General Atlantic Stockholders as a group. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty (120) days, and (y) 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, 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. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject to certain restrictions At any time, commencing on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at any time after the date hereofthe Warrant is exercisable in accordance with its terms, one or more of any Designated Holder (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERS"“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 or any successor thereto) (a "DEMAND REGISTRATION"“Demand Registration”), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than one two such Demand Registration Registrations for the Commonwealth Stockholders as a group DL Holdings and (y) more than one two such Demand Registration Registrations for Weichert, nor more than four demand registrations in the General Atlantic Stockholders as a groupaggregate. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"“Valid Business Reason”), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty ninety (12090) days, and (y) 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, 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. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.. (b) Incidental or “Piggy-Back” Rights with Respect to a Demand Registration. Each of the Designated Holders (other than Initiating Holders which have requested a registration under Section 3(a)) may offer its or his Registrable Securities under any Demand Registration pursuant to this Section 3(b). Within five (5) days after the receipt of a request for a Demand Registration from an Initiating Holder, the Company shall (i) give written notice thereof to all of the Designated Holders (other than Initiating Holders which have requested a registration under Section 3(a)) and (ii) subject to Section 3(e), include in such registration all of the Registrable Securities held by such Designated Holders from whom the Company has received a written request for inclusion therein within ten (10) days of the receipt by such Designated Holders of such written notice referred to in clause (i) above. Each such request by such Designated Holders shall specify the number of Registrable Securities proposed to be registered. The failure of any Designated Holder to respond within such 10-day period referred to in clause (ii) above shall be deemed to be a waiver of such Designated Holder’s rights under this Section 3 with respect to such Demand Registration. Any Designated Holder may waive its rights under this Section 3 prior to the expiration of such 10-day period by giving written notice to the Company, with a copy to the Initiating Holders. 4

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at At any time after the date hereof, one in ------------------------------- the event that the Company shall become ineligible to register the Registrable Securities under the Securities Act on Form S-3 (or more of (i) any successor form thereto), the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of Investors holding a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERSInitiating ---------- 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 or any successor thereto) (a "DEMAND REGISTRATIONDemand ------ Registration"), the number offer and sale of the Registrable Securities stated in such ------------ request; PROVIDEDprovided, HOWEVERhowever, that subject to Section 3(c), the Company shall not be obligated to effect (x) -------- ------- more than one two (2) such Demand Registration Registrations for the Commonwealth Stockholders as a group and (y) more than one such Demand Registration for the General Atlantic Stockholders as a groupInvestors. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASONValid Business Reason"), the Company may (xi) postpone filing a Demand --------------------- Registration Statement relating to a Demand Registration statement until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty ninety (12090) days, and (yii) in case the event that a Demand Registration Statement statement has been filed relating to a Demand Registrationfiled, if the 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 registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statementregistration statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereofsold.

Request for Demand Registration. Subject to certain restrictions At any time, commencing on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at any time after the date hereofthe Warrant is exercisable in accordance with its terms, one or more of any Designated Holder (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERS"“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 or any successor thereto) (a "DEMAND REGISTRATION"“Demand Registration”), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than one two such Demand Registration Registrations for the Commonwealth Stockholders as a group DL Holdings and (y) more than one two such Demand Registration Registrations for Weichert, nor more than four demand registrations in the General Atlantic Stockholders as a groupaggregate. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"“Valid Business Reason”), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty ninety (12090) days, and (y) 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, 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. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. (b) Incidental or “Piggy-Back” Rights with Respect to a Demand Registration. Each of the Designated Holders (other than Initiating Holders which have requested a registration under Section 3(a)) may offer its or his Registrable Securities under any Demand Registration pursuant to this Section 3(b). Within five (5) days after the receipt of a request for a Demand Registration from an Initiating Holder, the Company shall (i) give written notice thereof to all of the Designated Holders (other than Initiating Holders which have requested a registration under Section 3(a)) and (ii) subject to Section 3(e), include in such registration all of the Registrable Securities held by such Designated Holders from whom the Company has received a written request for inclusion therein within ten (10) days of the receipt by such Designated Holders of such written notice referred to in clause (i) above. Each such request by such Designated Holders shall specify the number of Registrable Securities proposed to be registered. The failure of any Designated Holder to respond within such 10-day period referred to in clause (ii) above shall be deemed to be a waiver of such Designated Holder’s rights under this Section 3 with respect to such Demand Registration. Any Designated Holder may waive its rights under this Section 3 prior to the expiration of such 10-day period by giving written notice to the Company, with a copy to the Initiating Holders.

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 At any time commencing after the end of the Stock Purchase Agreementapplicable lock-up period following the IPO Effectiveness Date, at any time after the date hereof, one or more of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority 25% of the Registrable Securities shares of common stock held by General Atlantic and the Commonwealth Stockholders Major Stockholders, collectively (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERSInitiating 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 or any successor thereto) (a "DEMAND REGISTRATIONDemand Registration"), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than one such Demand Registration for the Commonwealth Stockholders as a group and (y) more than one such Demand Registration for the General Atlantic Stockholders as a groupInitiating Holders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASONValid Business Reason"), the Company may (x) postpone filing a Registration Statement registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty ninety (12090) days, and (y) in case a Registration Statement 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, upon the approval of a majority of the Company's Board of Directors, such majority to include the General Atlantic Director (as defined in the Stockholders Agreement), may cause such Registration Statement registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statementregistration statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.. Monday, August 11, 2003.MAX

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 If the Replacement Shelf Registration is not effective within 90 days after the expiration of the Stock Purchase AgreementFiling Period or, at if any time after the date hereofReplacement Shelf Registration is declared effective the Replacement Shelf Registration ceases to remain effective (in either case, one or more of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERSNon-Effective Registration Statement"), may Designated Holders who propose to sell their Registrable Securities entitled to be covered by a Non-Effective Registration Statement to the public at an aggregate price of at least $1,000,000 (the "Initiating Holders"), shall have the right to make a written request to that 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 or any successor thereto) (a "DEMAND REGISTRATIONDemand Registration"), the number offer and sale of the Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than one two (2) such Demand Registration Registrations for the Commonwealth Stockholders as a group and (y) more than one such Demand Registration for the General Atlantic Stockholders as a groupInvestors. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. 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 (A) materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (B) involve effort or expense in excess of that which would customarily be involved in effecting a resale registration (a "VALID BUSINESS REASONValid Business Reason"), the Company may (xi) postpone filing a Registration Statement relating to a Demand Registration statement until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty ninety (12090) days, and (yii) in case the event that a Demand Registration Statement statement has been filed relating to a Demand Registrationfiled, if the 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 registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statementregistration statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) 3.2 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereofsold.

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at At any time commencing on or after the date hereofthat is one hundred eighty (180) days after the IPO Effectiveness Date (or any longer period agreed to between the Investor Holders and the underwriter managing such IPO), one or more of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority Investor Holders holding at least 25% of the Registrable Securities then held by all of the Commonwealth Stockholders Investor Holders (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERS"“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 or any successor thereto) (a "DEMAND REGISTRATION"“Demand Registration”), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than one two (2) such Demand Registration Registrations for the Commonwealth Stockholders as Investor Holders; provided, further, that the Company shall not be obligated to effect a group and (y) more than one such Demand Registration for within six (6) months after the General Atlantic Stockholders as a groupeffective date of the immediately preceding Demand Registration. For purposes of the preceding sentence, the filing of two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. 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) it would require the Company to make public disclosure of information, the public disclosure of which would have a material adverse effect upon the Company or (ii) it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"“Valid Business Reason”), the Company may (x) postpone filing a Registration Statement registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty ninety (12090) days, and (y) in case a Registration Statement 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, upon the approval of a majority of the Board of Directors (as defined in the LLC Agreement), such majority to include the RSA Directors, may cause such Registration Statement registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statementregistration statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) 2.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at At any time after the date hereofJanuary ------------------------------- 15, one or more of (i) 2003, the General Atlantic Stockholders, acting through GAP LLC or their its written designee, or (ii) the Commonwealth Stockholders, upon identity of which shall be certified to the affirmative vote of the holders of a majority of the Registrable Securities held Company in writing by the Commonwealth General Atlantic Stockholders (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERSInitiating 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 or any successor thereto) (a "DEMAND REGISTRATIONDemand Registration"), the number of Registrable Securities held by such Initiating Holders stated in such request; PROVIDEDprovided, HOWEVERhowever, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than one such Demand Registration for the Commonwealth Stockholders as a group and Initiating Holders unless less than seventy-five percent (y75%) of the requested securities were included in the previous Demand Registration, in which case the Initiating Holders shall have the right to require the Company to effect one additional Demand Registration. Notwithstanding the foregoing, the Company shall not be required to effect more than one such two Demand Registration for the General Atlantic Stockholders as a group. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand RegistrationRegistrations. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASONValid Business Reason"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty ninety (12090) days, and (y) 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, upon the approval of a majority of the Board of Directors, such majority to include the General Atlantic Designee, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement4.2, at any time and from time to time commencing after the date hereofMerger Effective Date, one any Designated Holder or Designated Holders who individually or collectively (as applicable) hold more than 50% of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the all Registrable Securities held by the Commonwealth Stockholders (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERS"), at such time 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 or any successor thereto) (a "DEMAND REGISTRATION"“Demand Registration”), the number of Registrable Securities stated in such requestrequest (any such Designated Holder, an “Initiating Holder”). The Designated Holders will not be entitled to require the Company to effect more than a total of two (2) Demand Registrations; PROVIDEDprovided, HOWEVERhowever, that subject no Demand Registration may be requested after the day that is twenty-four (24) months after the Merger Effective Date. Notwithstanding anything to Section 3(c)the contrary set forth herein, the Company shall have the right to postpone the filing of a Registration Statement and to suspend the use of any such Registration Statement for a reasonable period of time (not be obligated exceeding sixty (60) days) if the Company furnishes to effect (x) more than one such Demand Registration for the Commonwealth Stockholders as Designated Holders a group and (y) more than one such Demand Registration for certificate signed by the General Atlantic Stockholders as a group. For purposes Chairman of the preceding sentence, two Board or more Registration Statements filed the President of the Company stating that the Company has determined in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgmentthat filing such Registration Statement or the use of such Registration Statement, determines that any registration of Registrable Securities should not be made or continued because it as the case may be, at such time would materially interfere with any adversely affect a material financing, acquisition, corporate reorganization disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information, the public disclosure of which would have a material transaction involving adverse effect on the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such “Valid Business Reason no longer exists, but in no event for more than one hundred and twenty (120) days, and (y) 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, 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 StatementReason”). The Company shall give written notice of its determination to postpone or withdraw suspend the use of a Registration Statement (and the Valid Business Reason for such postponement or suspension) and of the fact that the Valid Business Reason for such postponement or withdrawal suspension no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 3(a) 4.1 or Section 5.3 more than once twice 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 this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject to certain restrictions At any time, commencing on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at any time after the date hereofthe Warrant is exercisable in accordance with its terms, one or more of any Designated Holder (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERSInitiating 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 or any successor thereto) (a "DEMAND REGISTRATIONDemand Registration"), the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than one two such Demand Registration Registrations for the Commonwealth Stockholders as a group DL Holdings and (y) more than one two such Demand Registration Registrations for the General Atlantic Stockholders as a groupWeichert. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASONValid Business Reason"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty ninety (12090) days, and (y) 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, 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. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of If the Stock Purchase Agreement, at any time after the date hereof, one or more of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERS"), may Requisite Holders make a written request to the Company to register(such Requisite Holders making such request, and the "Initiating Holders"), the Company shall register, register under the Securities Act (other than pursuant to a Registration Statement Act, in accordance with the terms of this Agreement, on Form S-4 or S-8 or any successor thereto) the appropriate form (a "DEMAND REGISTRATIONDemand Registration"), ) the issuance and sale of the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than one such a Demand Registration for if the Commonwealth Stockholders as a group and Initiating Holders propose to sell their Registrable Securities at an anticipated aggregate offering price (y) more than one such Demand Registration for calculated based upon the General Atlantic Stockholders as a group. For purposes Market Price of the preceding sentence, two or more Registrable Securities on the date of filing of the Registration Statements filed in response Statement with respect to one demand shall be counted as one Demand Registrationsuch Registrable Securities) to the public (net of underwriting commissions and discounts) of less than $10,000,000. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASONValid Business Reason"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty ninety (12090) days, and (y) 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, 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. The Company shall give written notice to all Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof thereof. If the Company gives notice of its determination to the Initiating Holder and any other Designated Holders exercising their piggy-back rights withdraw a Registration Statement pursuant to clause (b) of this Section 33(a), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, without limitation, the period referred to in Section 3(c)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(a) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) or Section 5(c) due to a Valid Business Reason more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at At any time after the date hereofhereof that the Shelf Registration Statement is not effective, one any Investor or more group of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority Investors holding at least 10% of the Registrable Securities held by all of the Commonwealth Stockholders Investors (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERS"), ) may 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 or S-8 or any successor thereto) (a "DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVER, that subject (i) the reasonably anticipated aggregate price to Section 3(c), the public of all Registrable Securities required to be included in such public offering shall exceed $4,000,000 and (ii) the Company shall not be obligated to effect (x) more than one three such Demand Registration Registrations for the Commonwealth Stockholders as a group and (y) more than one such Demand Registration for the General Atlantic Stockholders as a groupInvestors. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty ninety (12090) days, and (y) 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, 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. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 3(a) 4.1 or Section 6.3 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at At any time after 180 days from the date hereof, one or more consummation of (i) the Initial Public Offering the General Atlantic StockholdersStockholders as a group, acting through GAP LLC LP or their its written designee, or designee (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERS"“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 or any successor thereto) (a "DEMAND REGISTRATION"“Demand Registration”), the number of Registrable Securities held by such Initiating Holders stated in such request, which number shall be subject for any such Demand Registration to the holdback agreements set forth in Section 6 below; PROVIDEDprovided, HOWEVERhowever, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than one two such Demand Registration for the Commonwealth Stockholders as a group and (y) more than one such Demand Registration Registrations for the General Atlantic Stockholders as a group. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand RegistrationStockholders. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"“Valid Business Reason”), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty sixty (12060) days, and (y) 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, 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. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) due to a Valid Business Reason more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at At any time after the date hereoftime, one or more of Designated Holders (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERS"“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 or any successor thereto) (a "DEMAND REGISTRATION"“Demand Registration”), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than one such a Demand Registration for if the Commonwealth Stockholders as a group and Initiating Holders propose to sell their Registrable Securities at an aggregate price (y) more than one such Demand Registration for calculated based upon the General Atlantic Stockholders as a group. For purposes Market Price of the preceding sentence, two or more Registrable Securities on the date of filing of the Registration Statements filed in response Statement with respect to one demand shall be counted as one Demand Registrationsuch Registrable Securities) to the public of less than $15,000,000. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"“Valid Business Reason”), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty sixty (12060) days, and (y) 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, 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. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a3A(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at At any time after the date hereofhereof that the Shelf Registration Statement is not effective, one any Investor or more group of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority Investors holding at least 10% of the Registrable Securities held by all of the Commonwealth Stockholders Investors (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERSInitiating Holders"), ) may 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 or S-8 or any successor thereto) (a "DEMAND REGISTRATIONDemand Registration"), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that subject (i) the reasonably anticipated aggregate price to Section 3(c), the public of all Registrable Securities required to be included in such public offering shall exceed $4,000,000 and (ii) the Company shall not be obligated to effect (x) more than one three such Demand Registration Registrations for the Commonwealth Stockholders as a group and (y) more than one such Demand Registration for the General Atlantic Stockholders as a groupInvestors. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASONValid Business Reason"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty ninety (12090) days, and (y) 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, 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. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 3(a) 4.1 or Section 6.3 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at At any time after the date hereofcommencing April __,2003, one or more of (i) the General Atlantic Stockholders, acting solely through GAP LLC or their its written designee, or designee (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERSInitiating 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 or any successor thereto) (a "DEMAND REGISTRATIONDemand Registration"), the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than one such Demand Registration for the Commonwealth Stockholders as a group and (y) more than one such Demand Registration for the General Atlantic Stockholders as a groupStockholders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASONValid Business Reason"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty (120) days, and (y) 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, 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. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve month periodonce. Each The request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at At any time after the date hereofJanuary 15, one or more of (i) 2003, the General Atlantic Stockholders, acting through GAP LLC or their its written designee, or (ii) the Commonwealth Stockholders, upon identity of which shall be certified to the affirmative vote of the holders of a majority of the Registrable Securities held Company in writing by the Commonwealth General Atlantic Stockholders (each, an "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 or any successor thereto) (a "DEMAND REGISTRATIONRegistration"), the number of Registrable Securities held by such Initiating Holders stated in such request; PROVIDED, HOWEVER, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than one such Demand Registration for the Commonwealth Stockholders as a group and Initiating Holders unless less than seventy-five percent (y75%) of the requested securities were included in the previous Demand Registration, in which case the Initiating Holders shall have the right to require the Company to effect one additional Demand Registration. Notwithstanding the foregoing, the Company shall not be required to effect more than one such two Demand Registration for the General Atlantic Stockholders as a group. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand RegistrationRegistrations. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty ninety (12090) days, and (y) 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, upon the approval of a majority of the Board of Directors, such majority to include the General Atlantic Designee, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.Registration

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at At any time from and after the date hereof, one or more of the Designated Holders holding at least two-thirds (i2/3) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERSInitiating Holders"), may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant and on an appropriate registration statement form as reasonably determined by the Company and approved by the Initiating Holders, such approval not to a Registration Statement on Form S-4 be unreasonably withheld, conditioned or S-8 or any successor thereto) delayed (a "DEMAND REGISTRATIONDemand Registration"), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than one two (2) such Demand Registration for the Commonwealth Stockholders as a group and Registrations (subject to Section 3(e)(ii) below) or (y) more than one such any Demand Registration for in which the General Atlantic Stockholders as a group. For purposes of aggregate proceeds to the preceding sentence, two or more Registration Statements filed in response Initiating Holders are expected to one demand shall be counted as one Demand Registrationless than ten million dollars ($10,000,000). If following receipt of a written request for a Demand Registration the Board of Directors, in its reasonable and good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASONValid Business Reason"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty fifty (120150) days, and (y) 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, 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. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at At any time after the date hereofhereof that the Shelf Registration Statement is not effective, one any Investor or more group of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority Investors holding at least 10% of the Registrable Securities held by all of the Commonwealth Stockholders Investors (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERS"), ) may 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 or S-8 or any successor thereto) (a "DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that subject (i) the reasonably anticipated aggregate price to Section 3(c), the public of all Registrable Securities required to be included in such public offering shall exceed $4,000,000 and (ii) the Company shall not be obligated to effect (x) more than one three such Demand Registration Registrations for the Commonwealth Stockholders as a group and (y) more than one such Demand Registration for the General Atlantic Stockholders as a groupInvestors. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty ninety (12090) days, and (y) 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, 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. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 3(a) 4.1 or Section 6.3 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at At any time after the date hereofIPO Effectiveness Date, one or more of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERS"), Platinum 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 or any successor thereto) (a "DEMAND REGISTRATION"“Demand Registration”), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than one five such Demand Registrations, (y) a Demand Registration if Platinum, together with the other Designated Holders which have requested to register securities in such registration pursuant to Section 3(b), 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 $200,000 and (z) any such Demand Registration for commencing prior to 90 days after the Commonwealth Stockholders as a group and (y) more than one such Demand Registration for the General Atlantic Stockholders as a group. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand RegistrationIPO Effectiveness Date. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"“Valid Business Reason”), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty (120i) forty-five (45) days, and (y) 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, 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 StatementStatement (in which case, if the Valid Business Reason no longer exists or if more forty-five (45) days have passed since such withdrawal or postponement, Platinum may request a new Demand Registration). The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereofthereof (including whether such offering is to be made on a continuous basis pursuant to Rule 415).

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at At any time after the date hereof180 days following the IPO Closing Date, one or more of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERS"“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 or any successor thereto) (a "DEMAND REGISTRATION"“Demand Registration”), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that subject to Section 3(c)the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000, and provided further that the Company shall not be obligated to effect (x) more than one three such Demand Registration for the Commonwealth Stockholders as a group and (y) more than one such Demand Registration Registrations for the General Atlantic Stockholders as a groupStockholders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or because it would otherwise be seriously detrimental to the Company and its stockholders to effect a registration of Registrable Securities at that time (a "VALID BUSINESS REASON"“Valid Business Reason”), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty (120) 90 days, and (y) 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, upon the approval of a majority of the Board of Directors, such majority to include at least one General Atlantic Director (as defined in the Stockholders Agreement), may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve 12 month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at At any time after the date hereofhereof that the Shelf Registration Statement is not effective, one any Investor or more group of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority Investors holding at least 10% of the Registrable Securities held by all of the Commonwealth Stockholders Investors (each, an "INITIATING HOLDER" and together, the "INITIATING HOLDERS"), ) may 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 or S-8 or any successor thereto) (a "DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVER, that subject (i) the reasonably anticipated aggregate price to Section 3(c), the public of all Registrable Securities required to be included in such public offering shall exceed $4,000,000 and (ii) the Company shall not be obligated to effect (x) more than one three such 6 Demand Registration Registrations for the Commonwealth Stockholders as a group and (y) more than one such Demand Registration for the General Atlantic Stockholders as a groupInvestors. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. 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 interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty ninety (12090) days, and (y) 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, 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. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 3(a) 4.1 or Section 6.3 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.