Common use of Request Clause in Contracts

Request. At any time, upon the written request of one or more Initiating Holders requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, use commercially reasonable efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offering.

Request. At During the period commencing on September 16, 2002 and terminating on the earlier of (i) October 29, 2009 and (ii) with respect to any timeholder of registration rights, upon the written request time at which all Registrable Securities of such holder may be sold pursuant to Rule 144(k) (the "Registration Period"), the Stockholder (alone, or together with one or more Initiating Holders requesting other holders of Registrable Securities) shall have the right upon written notice to CCI (a "Request") to request that the Company CCI effect the registration under the Securities Act of all or part of such Initiating Holders’ the Registrable Securities then owned by the Stockholder and specifying such other holders (but in any event not less than an aggregate number of shares of Common Stock, as adjusted to reflect any stock splits, combinations of shares, reclassifications or comparable transactions, as shall constitute at least 30% of the intended method Registrable Securities outstanding as of disposition thereof, the Company will promptly give written notice date of such requested Request, or such lesser number of shares as shall then constitute all of the Registrable Securities then held by the Stockholder); provided, however, CCI shall not under any circumstance be obligated to effect any such registration to if the Registrable Securities which are the subject of any such Request as of the date of such Request have a value of less than Fifty Million Dollars ($50,000,000). Upon receipt of any such Request, CCI will use all registered holders of Registrable Securities, and thereupon the Company will, reasonable efforts (subject to the terms of this Agreement, use commercially reasonable efforts Section 5(b) hereof) to effect the such registration under the Securities Act of the Registrable Securities which the Company CCI has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case Request. Notwithstanding any other provision of an underwritten offeringthis Agreement, the Stockholder shall be entitled to three (3) Requests during the Registration Period pursuant to this Section 2, provided that, the number of Registrable Securities permitted Requests shall be reduced by any demand registrations requested by the Other Stockholder under Section 2(a) of its registration rights agreement with CCI (the "Other Registration Rights Agreement") that are not part of a Request under this Section 2(a). Subject to clause (y) in the succeeding paragraph of this Section 2(a), regardless of whether any securities are offered or sold pursuant to a Request (other than as a result of any action by CCI pursuant to Section 5(b) hereof), no more than one (1) Request shall be made in the aggregate by the Stockholder under this Section 2(a) and the Other Stockholder under Section 2(a) of the Other Registration Rights Agreement during any twelve month period during the Registration Period. CCI may include in any such registration other securities for sale for its own account or for the account of any other person; provided that, if the managing underwriter for a firm commitment underwritten offering shall advise determine that the Company number of shares proposed to be offered in writing such offering would be reasonably likely to adversely affect such offering, then the Registrable Securities to be sold by the Stockholder and, if applicable, the Other Stockholder shall be included in such registration before any securities proposed to be sold for the account of CCI or any other person; provided further that, following any transfer in accordance with Section 12 hereof, the Stockholder agrees that any reduction in the number of securities to be offered by holders of Registrable Securities other than the holder making a request pursuant to this Section 2 (with such initiating holder, the "Electing Holder") shall be on a copy pro rata basis, except that the securities offered by the Electing Holder shall not be reduced to each less than 50% of such securities included in the initial Request unless no securities of any other holder of Registrable Securities requesting registrationare included therein. The Electing Holder shall be responsible for any calculations relating to the foregoing and shall set forth such calculations in a certificate to be delivered to CCI, on which certificate CCI shall be entitled to rely. If the Stockholder disapproves of the terms of any such underwriting, the Stockholder may elect to withdraw therefrom by written notice to CCI and the underwriter, delivered at least ten (10) may be distributeddays prior to the effective date of the registration statement, provided that in its belief, without interfering with the successful marketing of such securities (such writing to state event the basis of such belief)) Stockholder withdraws in accordance with the intended method of disposition stated foregoing, (x) the Stockholder shall pay all Registration Expenses if Registrable Securities are the only CCI Securities subject to such underwriting or the Registration Expenses relating to the withdrawn Registrable Securities if other CCI Securities are also subject to such underwriting and (y) if all Registrable Securities included in such registration are withdrawn, such registration request to will not count against the extent necessary to permit limitations on Requests set forth in the disposition (in accordance with the intended methods thereof as aforesaid) last two sentences of the paragraph one of this Section 2(a). Any Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company excluded and withdrawn from such underwriting shall be entitled to elect to register securities for its own account in connection with withdrawn from the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringregistration.

Request. At any timetime after the expiration of the five year term for effectiveness of the Shelf Registration effected pursuant to Section 2.1, upon the written request of one or more holders (each, an "Initiating Holders requesting Holder") of the Registrable Securities representing not less than 33% of the Registrable Securities then outstanding that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities (which written request shall specify the intended number of Registrable Securities to be disposed of by such holder(s) and specifying the intended method of disposition thereof), the Company will promptly give written notice of such requested registration to all registered holders of the Registrable Securities, and thereupon the . The Company will, subject to the terms of this Agreement, will use commercially reasonable its best efforts to effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act or any similar rule then in effect, if so requested in such request and the Company is then eligible to use such registration, of the Registrable Securities which the Company has been so requested to register by (i) such Initiating Holders for disposition and (not ii) all such other holders (such holders together with the Initiating Holders are hereinafter referred to exceed, in as the case of an underwritten offering, "Selling Holders") who by written request (which written request shall specify the intended number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder be disposed of Registrable Securities requesting registrationby such holder(s) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with and the intended method of disposition stated in thereof) given to the Company within 30 days after the giving of such written notice by the Company request the Company to register all or part of their Registrable Securities, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing; provided, that the Company shall not be required obligated to effect more than two registrations pursuant to this Section 3.1(a) in any period registration hereunder, if the aggregate offering price of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringso registered is less than $10,000,000.

Request. At any time or from time to time, upon a Holder or Holders holding Registrable Securities, shall have the written request of one or more Initiating Holders requesting that right to require the Company to effect the registration under the Securities Act of all or part of such Initiating Holders’ their respective Registrable Securities, by delivering a written request (a "Holder Request") therefor to the Company specifying the number of shares of Registrable Securities and specifying the intended method of disposition thereofdistribution. The party or parties delivering a Holder Request shall be referred to as the "Initiating Holder." As promptly as practicable, but no later than ten days after receipt of a Holder Request, the Company will promptly give shall given written notice of such requested registration the Holder Request to all registered holders Holders (the "Demand Exercise Notice"). The Company shall as expeditiously as possible (but in any event within 120 days of Registrable Securities, and thereupon the Company will, subject to the terms receipt of this Agreement, a Holder Request) use commercially reasonable its best efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Initiating Holder and any other Holders which have made a written request to the Company for inclusion in such Initiating Holders for disposition registration (not to exceed, in which request shall specify the case of an underwritten offering, the maximum number of Registrable Securities that intended to be disposed of by such Holder) within 30 days after the managing underwriter shall advise receipt of the Demand Exercise Notice (or, 15 days if, at the request of the Initiating Holder participating in such registration, the Company states in writing such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3 under the Securities Act). The Company shall (with a copy i) use its best efforts to each holder effect the registration of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) for distribution in accordance with the intended method of disposition stated in such request to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result distribution set forth in a number of securities being offered which exceeds written request delivered by the number of securities which the managing underwriter believes could be sold in the offering Majority Participating Holders, and (ii) if requested by the inclusion of such securities on behalf Majority Participating Holders, obtain acceleration of the Company not entitling any other Person effective date of the registration statement relating to include securities in such offeringregistration.

Request. At Each of Goldman and Pamplona and, subject to the limitations in Section 2.01(b), each of (x) the Privia Holders, and (y) the Xxxxxxxx Holder, and any timepermitted transferee of rights pursuant to Section 3.03, upon shall have the written right to request of one or more Initiating Holders requesting that the Company effect file a Registration Statement with the SEC on the appropriate registration under the Securities Act of form (a “Demand Registration” ) for all or part of such Initiating Holders’ the Registrable Securities held by such Holder once such Holder is no longer subject to the underwriter lock-up applicable to it entered into in connection with the IPO (which may be due to the expiration or waiver of such underwriter lock-up with respect to such Registrable Securities) by delivering a written request to the Company specifying the kind and specifying approximate number of shares of Registrable Securities such Holder wishes to Register and the intended method of disposition thereofdistribution thereof (a “Demand Request” and the Holder submitting such Demand Request, the “Initiating Holder”). The Company will promptly shall (i) within 10 days of the receipt of such request, give written notice of such requested registration Demand Request (the “Company Notice”) to all registered holders Holders other than the relevant Initiating Holder (the “Eligible Holders”), (ii) as expeditiously as possible (but in any event within 45 days of Registrable Securities, and thereupon receipt of the Company will, subject to the terms of this Agreement, request) use commercially its reasonable best efforts to effect the registration file a Registration Statement in respect of such Demand Request (including, without limitation, by means of a Shelf Registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration), (iii) use its reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably practicable thereafter, and (iv) use its reasonable best efforts to obtain acceleration of the effective date of the Registration Statement relating to such Demand Request. Subject to Section 2.01(e), the Company shall include in such Registration, in addition to the Registrable Securities which of the Company has been so requested to register relevant Initiating Holder covered by such Initiating Holders for disposition (not to exceedthe Demand Request, in the case of an underwritten offering, the number of all Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such Eligible Holders request to be included within the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf 10 Business Days following their receipt of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringNotice.

Request. At any timetime or from time to time after the Applicable Period, upon the written request of one or more holders (the "Initiating Holders Holders") of Registrable Securities holding (a) in the case of the first and second registrations effected pursuant to this Section 2.1 and during the five-year period commencing on the date hereof, a majority of the Registrable Securities then outstanding on an as-converted basis, and (b) in the case of the third and fourth registrations effected pursuant to this Section 2.1, or the first and second registrations if such registrations are not effected within five years hereof, at least 15% of the Registrable Securities then outstanding on an as-converted basis, requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, use commercially reasonable its best efforts to effect the registration under the Securities Act of of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request; and (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offering.

Request. At Except as otherwise provided in this Section 1, at any timetime and from time to time after the first anniversary of the date hereof, upon the written request of one or more Initiating Holders requesting that the Company effect the a registration under the Securities Act of all or any part of such Initiating Holders’ ' Registrable Securities Securities, and specifying the intended method or methods of disposition thereof, the Company will promptly promptly, but in any event within ten (10) days after receipt of such written request, give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, will use commercially reasonable its best efforts to effect effect, as reasonably expeditiously as practicable, the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders Holder(s), for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method or methods of disposition stated in such request, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request delivered to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding ; provided that the foregoingreasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to effect more than two registrations pay Registration Expenses in connection with a registration request pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with 1 if such request is withdrawn by the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringRequisite Holders.

Request. At any timetime and from time to time after the date hereof, upon the General Atlantic may make a written request of one or more Initiating Holders requesting that to the Company effect for the registration with the Commission under the Securities Act of all or part of such Initiating Holders’ Shareholder’s Registrable Securities Common Stock which request shall specify the number of shares of Registrable Common Stock to be disposed of by each such Shareholder and specifying the intended method proposed plan of disposition thereofdistribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this paragraph, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, use commercially its reasonable best efforts to effect effect, at the earliest practicable date, such registration under the Securities Act of of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holders for disposition General Atlantic; provided that, (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registrationA) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than a total of two demand registrations for underwritten Public Offerings pursuant to this Section 3.1(a2.1(a) for General Atlantic; (B) if the Company has previously effected a registration for a underwritten Public Offering pursuant to this Section 2.1(a) or Section 2.1(g) hereof or has previously effected a registration for an underwritten public Offering of which notice has been given to the Shareholders pursuant to Section 2 hereof, the Company shall not be required to effect any registration for an underwritten Public Offering pursuant to this Section 2.1(a) until a period of 180 days shall have elapsed from the date on which such previous registration ceased to be effective; (C) any Shareholder whose Registrable Common Stock was to be included in any period such registration pursuant to this Section 2.1(a), by written notice to the Company, may withdraw such request and, on receipt of twelve consecutive calendar months. The such notice of the withdrawal of such request from Shareholders holding a percentage of Registrable Common Stock, such that the Shareholders that have not elected to withdraw do not hold, in the aggregate, the requisite percentage or amount of the Registrable Common Stock to require or initiate a request for a registration under clause (D) of this Section 2.1(a), the Company shall not be required to effect such registration; provided that, if the Shareholder or Shareholders that have elected to withdraw such registration agree to pay the Expenses related to such registration, then the request for registration shall not be counted for purposes of determining the number of registrations to which such Shareholders are entitled pursuant to this Section 2.1; (D) the Company shall not be required to effect any registration for an underwritten Public Offering to be effected pursuant to this Section 2.1(a) unless the shares of Registrable Common Stock proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Registrable Common Stock as of the date of such request) of at least $10,000,000; and (E) if at the time a demand for registration is made under this Section 2.1(a), the Company is a “well-known seasoned issuer” (as defined in Rule 405 of the Securities Act) then the Company’s obligation to file a registration statement under this Section 2.1(a) shall be deemed satisfied if there is a Form S-3 on file pursuant to which General Atlantic shall be entitled to elect dispose of all its Registrable Common Stock that it has requested to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringregister.

Request. At any timetime and from time to time after the Company becomes eligible to use a short form registration statement on Form S-3 or any successor form and if the Company’s obligations hereunder have not terminated pursuant to and in accordance with the terms of Section 14 hereof, upon the each Initiating Holder may on one occasion make a written request of one or more (the “Initiating Holders requesting that the Company effect Request”) for the registration with the Commission under the Securities Act of all or part of the Registrable Common Stock of such Initiating Holders’ Registrable Securities Holder; provided, however, that such request shall specify the number of shares to be disposed of by such Holder(s) and specifying the intended method proposed plan of disposition thereofdistribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this paragraph, the Company will promptly give written notice shall notify in writing all other Holder(s) of Registrable Common Stock of the receipt of such requested registration to all registered holders of Registrable Securities, request and thereupon the Company will, subject to the terms of this Agreement, will use commercially its reasonable best efforts to effect effect, at the earliest practicable date, such registration under the Securities Act of Act, including a shelf registration, if applicable, of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holders for disposition Holder, and (not to exceed, in the case of an underwritten offering, the number of ii) all other Registrable Securities that the managing underwriter shall advise Common Stock which the Company in writing (with a copy has been requested to each holder register by any other Holder(s) by written request given to the Company within 15 days after the giving of Registrable Securities requesting registrationwritten notice by the Company to such other Holder(s) may be distributedof the Initiating Request, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 2(c) hereof) of the Registrable Securities Common Stock so to be registered. Notwithstanding ; provided that, no registration effected pursuant to this Section 2(a) at the foregoingwritten request of Wattles shall relieve the Company of its obligation to effect a registration at the written request of Ramius and no registration effected pursuant to this Section 2(a) at the written request of Ramius shall relieve the Company of its obligation to effect a registration at the written request of Wattles; provided, further, that the Company shall be required to effect a registration pursuant to this Section 2(a) on no more than two occasions; and provided, further, that any Holder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 2(a), by written notice to the Company, may withdraw such request and, on receipt of such notice of the withdrawal of such request from the Initiating Holder, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringregistration.

Request. At any timeUpon the terms and subject to the conditions of this Agreement, upon the written request on or after the Spin-Off Notice Date of one or more Initiating Holders any Holder of the Registrable Securities (each, a "Requesting Holder") requesting that the Company effect the registration under the Securities Act of all or part a specified number of such Initiating Holders’ Registrable Securities and specifying (such specified number of such Registrable Securities, the "Requested Securities") (which request shall also specify the intended method or methods of disposition thereof), the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, shall use commercially reasonable its best efforts to effect the registration under the Securities Act of the Registrable Requested Securities which requested by the Company has been so requested to register by such Initiating Requesting Holders for disposition (not according to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method or methods of disposition stated in such request specified by the Requesting Holders (including a shelf registration) to the extent necessary required or deemed appropriate by the Requesting Holders to permit the disposition (in accordance with according to the intended method or methods thereof as aforesaidspecified by the Requesting Holders) of the Registrable Securities so to be registeredRequested Securities. Notwithstanding anything in this Section 2 to the foregoingcontrary, the Company shall not be required to effect more than two 5 registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of such Registrable Securities pursuant to this Section 3.1(a2. If the Requesting Holders request registration of their Requested Securities on a delayed or continuing basis under Rule 415 under the Securities Act (or any successor or similar rule), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered shall keep such registration continuously effective for at least 24 months (or such shorter period specified by the Requesting Holders) following the date on which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in registration statement is declared effective or until all such offeringRegistrable Securities registered thereunder are sold, whichever is shorter.

Request. At any timetime or from time to time on the earlier of (x) ------- December 21, 1995 or (y) the occurrence of an Initial Public Offering, upon the written request of one or more Initiating Holders Holders, requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, will use commercially reasonable its best efforts to effect the registration under the Securities Act of of (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request, and (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), and (iii) subject to the priority provisions of section 9.1(f), all shares of Common Stock which the Company may elect to register in connection with the offering of Registrable Securities pursuant to this Section 9.1; and (iv) subject to the priority provisions of Section 9.1(f), shares of Common Stock held by other Persons having registration rights all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any so to be registered. Notwithstanding , provided that the foregoing, provisions of this Section 9.1(a) shall not require the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a)and, subject to (i) provided further, that the managing underwriter total number of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of registrations which the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering is required to effect on request hereunder and (ii) the inclusion of such securities on behalf of under all other agreements between the Company and the Purchaser, including the Warrants, shall not entitling any other Person to include securities in such offeringexceed two.

Request. At any timeAfter August 31, upon the 2009, either Stockholder may make a written request of one or more Initiating Holders requesting that to the Company effect for the registration with the Commission under the Securities Act of all or part of such Initiating Holders’ Stockholder’s Registrable Securities Common Stock which request shall specify the number of shares of Registrable Common Stock to be disposed of by such Stockholder and specifying the intended method proposed plan of disposition thereofdistribution therefor. Upon the receipt of any request for registration from a Stockholder pursuant to this paragraph, the Company promptly shall notify the other Stockholder of the receipt of such request. Upon the receipt of any request for registration made in accordance with the terms of this paragraph, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, use commercially its reasonable best efforts to effect effect, at the earliest practicable date, such registration under the Securities Act of of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holders for disposition the Demanding Stockholder, and (not to exceed, in the case of an underwritten offering, the number of ii) all Registrable Securities that the managing underwriter shall advise Common Stock which the Company in writing (with has been requested to register by the other Stockholder pursuant to a copy written request given to each holder the Company within 15 days after the giving of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with written notice by the successful marketing Company to such other Stockholder of such securities (such writing to state the basis of such belief)) in accordance with request by the intended method of disposition stated in such request Demanding Stockholder; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 2.1(b) hereof) of the Registrable Securities Common Stock so to be registered. Notwithstanding the foregoing, ; provided that, (A) the Company shall not be required to effect more than two a total of four demand registrations pursuant to this Section 3.1(a2.1(a) in any period for Arcelor and a total of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities four demand registrations pursuant to this Section 3.1(a2.1(a) for Skandalaris; (B) if the intended method of distribution is an underwritten Public Offering, the Company shall not be required to effect such registration pursuant to this Section 2.1(a) unless such underwriting shall be conducted on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 2.1(a) or has previously effected a registration of which notice has been given to the Stockholders pursuant to Section 2.2 hereof, the Company shall not be required to effect any registration pursuant to this Section 2.1(a) until a period of 180 days shall have elapsed from the date on which the previous such registration ceased to be effective; (D) any Stockholder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 2.1(a), subject by written notice to (i) the managing underwriter Company, may withdraw such request and, on the Company’s receipt of notice of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in withdrawal with respect to a number of securities being offered which exceeds shares of Registrable Common Stock such that the Stockholder that has not elected to withdraw does not hold, in the aggregate, the requisite amount of shares of Registrable Common Stock to require or initiate a request for a registration under clause (F) of this Section 2.1(a), the Company shall not be required to effect such registration; provided that, if the Stockholder that has elected to withdraw its request for registration agrees to pay the Expenses related to such registration, then the request for registration shall not be counted for purposes of determining the number of securities registrations to which such Stockholder is entitled pursuant to this Section 2.1(a); and (E) the managing underwriter believes could Company shall not be required to effect any registration to be effected pursuant to this Section 2.1(a) unless the shares of Registrable Common Stock proposed to be sold in such registration have an aggregate price (calculated based upon the offering and (ii) the inclusion Market Price of such securities on behalf shares of Registrable Common Stock as of the Company not entitling any other Person to include securities in date of such offeringrequest) of at least $10,000,000.

Request. At any timetime commencing 90 days prior to the expiration of any underwriter lock-up period applicable to the Founding Members in connection with the IPO through the one year anniversary of the closing of the IPO and subject to Section 2(a)(ii), upon a Founding Member (the written “Demand Party”) may request of one or more Initiating Holders requesting in writing that the Company effect the registration for resale under the Securities Act of all or part of such Initiating Holders’ Demand Party’s Demand Registrable Securities on a resale registration statement on Form S-1. Any such request will specify (a) the number of Registrable Securities proposed to be sold and specifying (b) the intended method of disposition thereof. Subject to the other provisions of this Section 2(a), the Company will shall promptly give written notice of such requested registration to all registered holders of Registrable Securitiesother Founding Members, and thereupon the Company will, subject to the terms of this Agreementas expeditiously as possible, use commercially its reasonable best efforts to effect the registration under the Securities Act , but in no event prior to the expiration of such underwriter lock up period, of: (1) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition the Demand Party (not to exceed, in the case of an underwritten offering, the number of “Demand Registrable Securities”) (2) all other Registrable Securities that of the managing underwriter shall advise same class(es) or series as the Demand Registrable Securities and which the Company in writing (with has been requested to register by any other Founding Member thereof on a copy pro rata basis by written request given to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing Company within 15 days after the giving of such securities written notice by the Company (such writing to state which request shall specify the basis of such belief)) in accordance with the amount and intended method of disposition stated in of such request Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended methods method thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding registered (“Member Registrable Securities”); (3) all Registrable Securities of the foregoing, same class(es) or series as the Demand Registrable Securities which have been requested to be included by the Company shall not in such registration (“Company Registrable Securities”); and (4) all Registrable Securities of the same class(es) or series as the Demand Registrable Securities which have been requested to be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering included by holders of Registrable Securities pursuant to this Section 3.1(aother than the Founding Members (“Other Holder Registrable Securities”), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offering.

Request. At any timetime or from time to time commencing (i) in connection with an underwritten offering by Holders, upon from the written request Effective Date and (ii) in connection with any offering that is not an underwritten offering, two years after the Effective Date, any Holder or Holders holding Registrable Securities shall, subject to paragraph (h) of one or more Initiating Holders requesting that this Section 3.1, have the right to require the Company to effect the registration under the Securities Act of all or part of such Initiating Holders’ their respective Registrable Securities, by delivering a written request (a “Holder Request”) therefor to the Company specifying the number of shares of Registrable Securities and specifying the intended method of disposition thereofdistribution. The party or parties delivering a Holder Request shall be referred to as the “Initiating Holder.” As promptly as practicable, but no later than ten days after receipt of a Holder Request, the Company will promptly shall give written notice of such requested registration the Holder Request to all registered holders of Registrable Securities, Holders (the “Demand Exercise Notice”) and thereupon the Company will, shall (subject to the terms limitations below) include in such registration all other Registrable Securities requested by the Holders thereof to be so included by written notice (which notice shall specify the maximum number of this AgreementRegistrable Securities intended to be disposed of by such Holder) within 20 days after the giving of the Demand Exercise Notice (or, 10 days if, at the request of the Initiating Holder participating in such registration, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3 under the Securities Act). The Company shall as expeditiously as possible (but in any event within 30 days of receipt of a Holder Request if the Company is eligible to use commercially Form S-3 to register the transaction described in the Holder Request, or otherwise within 90 days of receipt of a Holder Request) use its reasonable best efforts to effect the file a registration statement under the Securities Act of covering the Registrable Securities which the Company has been so requested to register by the Initiating Holder and any other Holders which have duly made a written request to the Company for inclusion in such Initiating Holders for disposition registration. The Company shall (not i) use its reasonable best efforts to exceed, in effect the case of an underwritten offering, the number registration of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) for distribution in accordance with the intended method of disposition stated in such request to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result distribution set forth in a number of securities being offered which exceeds written request delivered by the number of securities which the managing underwriter believes could be sold in the offering Majority Participating Holders, and (ii) if requested by the inclusion of such securities on behalf Majority Participating Holders, obtain acceleration of the Company not entitling any other Person effective date of the registration statement relating to include securities in such offeringregistration as promptly as practicable following such request.

Request. At any timeSubject to the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of one or more the Initiating Holders Holders, requesting that the Company effect the registration under the Securities Act of all or part at least fifty percent (50%) of such Initiating Holders’ the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will promptly within 10 business days after the Company receives such written request give written notice of such requested registration to all registered holders other Holders of Registrable Securities, Securities and thereupon the Company will, subject to the terms of this Agreement, will use commercially reasonable efforts to effect the registration under the Securities Act of of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition Holders, and (not to exceed, in the case of an underwritten offering, the number of ii) all other Registrable Securities that the managing underwriter shall advise which the Company in writing (with a copy has been requested to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with register by the successful marketing other Holders thereof by written request given to the Company within 15 days after the giving of such securities written notice by the Company (such writing which request shall specify the same information called for by the original request to state the basis of such beliefeffect registration described above)) in accordance with the intended method of disposition stated in such request , all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 2.1(b) hereof) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offering.

Request. At any time, upon the Upon written request of one or more Initiating Holders from a Requesting Investor requesting that the Company effect the registration under the Securities Act of all or part of the Eligible Securities held by such Initiating Holders’ Registrable Securities Investor, which notice may be delivered at any time and specifying which notice shall specify the intended method or methods of disposition thereofof such Eligible Securities, unless such Eligible Securities are included in a currently effective registration statement of the Company permitting the resale of such Eligible Securities in the manner contemplated by the Requesting Investor, the Company will use its reasonable best efforts to (as promptly give written notice as reasonably practicable, but in any event within 120 days of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, use commercially reasonable efforts to effect request) cause the registration under statement to be declared effective by the Securities Act of SEC and to permit the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) Eligible Securities in accordance with the intended method or methods of disposition stated in such request to request; provided that: a. if the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so Company shall have previously caused a registration statement to be registered. Notwithstanding declared effective by the foregoingSEC with respect to Eligible Securities pursuant to Article III hereof, the Company shall not be required to cause a subsequent registration statement to be declared effective by the SEC pursuant to this Article II until a period of ninety (90) days shall have elapsed from the effective date of the most recent such previous registration; b. if, while a registration request is pending pursuant to this Article II or Article III, (i) the Board of Trustees of the Company determines that any such filing or the offering of any Eligible Securities would be reasonably likely to materially adversely affect or materially delay any proposed material financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company or the Partnership or (ii) the Board of Trustees of the Company determines in good faith, with the advice of counsel, that the filing of a registration statement would be reasonably likely to require the disclosure of non-public material information the disclosure of which would not otherwise be required to be disclosed and which would be reasonably likely to have a material adverse effect on the Company, then, in each case described in the foregoing clauses (i) or (ii), the Company shall deliver to the Investors a certificate to such effect signed by its Chief Executive Officer or Chief Financial Officer, and the Company shall not be required to file a registration statement, prospectus or any amendment or any supplement thereto pursuant to this Article II until the earlier of (i) the date upon which such financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction concludes, or the date upon which such material information is disclosed to the public or ceases to be material, respectively, or (ii) sixty (60) days after the Company makes such good faith determination; provided, that only two (2) such certificates may be delivered to the Investors in any twelve (12) consecutive month period, and the aggregate number of days in which any Sales Blackout Periods may be in effect in any twelve (12) consecutive month period shall not exceed ninety (90) days; c. the Company shall not be required to effect (i) more than two three (3) registrations pursuant to this Section 3.1(a) Article II in any calendar year or (ii) a registration of Eligible Securities, the fair market value of which on the date of the registration request is less than $5,000,000. No registration of Eligible Securities under this Article II shall relieve the Company of its obligation (if any) to effect registrations of Eligible Securities pursuant to Section 3.1 hereof; and d. the Company shall not file any registration statement or effect a public offering of its securities during the period of twelve consecutive calendar months. The Company shall be entitled time covered by a certificate relating to elect to register securities for its own account an event described in clause (b)(i) (other than in connection with the offering of Registrable Securities pursuant to this Section 3.1(asuch proposed transaction described in clause (b)(i), subject to ) or (ib)(ii) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringabove.

Request. At If, at any timetime after the date hereof, upon the written Shelf Registration is not then effective, the Equity Purchaser or any other Holder or group of Holders, in each case, holding in excess of 10% of the aggregate of the outstanding Warrants and Warrant Shares then issued (provided that no Transferee of the Equity Purchaser or any of its Affiliates or of any Transferee shall be permitted to request of one a registration pursuant to this Section 4.2 unless the right to make such a request was transferred to such Transferee pursuant to Section 3.1 (b )(i)) (individually or more Initiating Holders requesting collectively, as the case may be, the “Demand Party”) may request in writing that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ Demand Party’s Company Registrable Securities. Any such request will specify (i) the number of Company Registrable Securities proposed to be sold and specifying (ii) the intended method of disposition thereof. Subject to the other provisions of this Section 4.2, the Company will shall promptly give written notice of such requested registration to all registered holders of Registrable Securitiesother Holders, and thereupon the Company will, subject to the terms of this Agreementas expeditiously as possible, use its commercially reasonable efforts to effect the registration under the Securities Act of of: (i) the Company Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition the Demand Party; and (not to exceed, in the case of an underwritten offering, the number of ii) all other Company Registrable Securities that of the managing underwriter shall advise same class(es) or series as are to be registered at the request of a Demand Party and which the Company in writing has been requested to register by any other Holder thereof by written request given to the Company within thirty (with a copy to each holder of Registrable Securities requesting registration30) may be distributed, in its belief, without interfering with days after the successful marketing giving of such securities written notice by the Company (such writing to state which request shall specify the basis of such belief)) in accordance with the amount and intended method of disposition stated in of such request Company Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended methods method thereof as aforesaid) of the Company Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offering.

Request. At any timetime a Shelf Registration is not effective pursuant to Section 2.1, upon the written request of one or more holders (each, an "Initiating Holders requesting Holder") of the Registrable Securities representing not less than 40% of the Registrable Securities then outstanding that the Company Corporation effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities (which written request shall specify the intended number of Registrable Securities to be disposed of by such holder(s) and specifying the intended method of disposition thereof), the Company Corporation will promptly give written notice of such requested registration to all registered holders of the Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, . The Corporation will use commercially its reasonable best efforts to effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act or any similar rule then in effect, if so requested in such request and the Corporation is then eligible to use such registration, of the Registrable Securities which the Company Corporation has been so requested to register by (i) such Initiating Holders for disposition and (not ii) all such other holders (such holders together with the Initiating Holders are hereinafter referred to exceed, in as the case of an underwritten offering, "Selling Holders") who by written request (which written request shall specify the intended number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder be disposed of Registrable Securities requesting registrationby such holder(s) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with and the intended method of disposition stated in thereof) given to the Corporation within 30 days after the giving of such written notice by the Corporation request the Corporation to register all or part of their Registrable Securities, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding ; provided, that the foregoing, the Company Corporation shall not be required obligated to effect more than two registrations pursuant to this Section 3.1(a) in any period registration hereunder, if the aggregate offering price of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringso registered is less than $2,000,000.

Request. At Upon the terms and subject to the conditions of this Agreement, at any timetime during the period beginning on the date hereof and ending on April 1, 2004 (the "Registration Period"), upon the written request of one or more Initiating a majority in interest of the Holders (the "Requesting Holders") requesting that the Company effect the registration under the Securities Act of all or part a specified number of such Initiating Holders’ Registrable Securities and specifying (which request shall also specify the intended method or methods of disposition thereof), the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, shall use commercially reasonable its best efforts to effect the registration under the Securities Act of the Registrable Securities which that the Company has been so requested to register by such Initiating Holders the Requesting Holders, for disposition (not according to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method or methods of disposition stated in such request specified by the Requesting Holders (including a shelf registration) to the extent necessary required or deemed appropriate by the Requesting Holders to permit the disposition (in accordance with according to the intended method or methods thereof as aforesaidspecified by the Requesting Holders) of the Registrable Securities so to be registered. Notwithstanding the foregoing, ; provided that the Company shall not be required to effect more than two registrations any registration pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with 1.1 after three registrations requested by the offering of Registrable Securities Requesting Holders pursuant to this Section 3.1(a1.1 have been effected; provided, further, that the Company shall not be required to effect a registration pursuant to this Section 1.1 prior to 90 days following the date that a registration pursuant to this Section 1.1, or a registration in which the Holders were entitled to participate pursuant to Section 1.2, has been effected. If the Requesting Holders request registration of their Registrable Securities on a delayed or continuing basis under Rule 415 under the Securities Act (or any successor or similar rule), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered shall keep such registration continuously effective for at least 36 months (or such shorter period specified by the Requesting Holders) following the date on which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in registration statement is declared effective or until all such offeringRegistrable Securities registered thereunder are sold, whichever is shorter.

Request. At any timetime and from time to time after the expiration (in accordance with Section 2 (a) above) or cessation of effectiveness of the Shelf Registration Statement filed by the Company pursuant to Section 2(a) hereof (the "Initial Shelf") and the Company's obligations hereunder have not terminated pursuant to and in accordance with the terms of Section 18 hereof, upon the written request of one or more Holders (the "Initiating Holders requesting that Holders") may make a written request (the "Initiating Request") to the Company effect for the registration with the Commission under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities Notes; PROVIDED, HOWEVER, that such request shall be made by one or more Holders holding at least 10% of the aggregate principal amount of Registrable Notes outstanding on such request date, which request shall specify the aggregate principal amount of Notes to be disposed of by such Holders and specifying the intended method proposed plan of disposition thereofdistribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this paragraph, the Company will promptly give written notice shall notify in writing all other Holders of the receipt of such requested registration to all registered holders of Registrable Securities, request and thereupon the Company will, subject to the terms of this Agreement, will use commercially its reasonable best efforts to effect effect, at the earliest practicable date, such registration under the Securities Act of Act, including a Shelf Registration, if applicable, of (i) the Registrable Securities Notes which the Company has been so requested to register by such Initiating Holders for disposition Holder or Holders, and (not to exceed, in the case of an underwritten offering, the number of ii) all other Registrable Securities that the managing underwriter shall advise Notes which the Company in writing (with a copy has been requested to each holder register by any other Holders by written request given to the Company within 30 days after the giving of Registrable Securities requesting registration) may be distributedwritten notice by the Company to such other Holders of the Initiating Request, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 3(c) hereof) of the Registrable Securities Notes so to be registered. Notwithstanding the foregoing; PROVIDED, THAT, (A) the Company shall not be required to effect more than a total of two registrations pursuant to this Section 3.1(a3(a) in any period for all Holders of twelve consecutive calendar months. The Registrable Notes, (B) if the intended method of distribution is an underwritten Public Offering of the Notes, the Company shall not be entitled required to elect to register securities for its own account in connection with the offering of Registrable Securities effect such registration pursuant to this Section 3.1(a3(a) unless such underwriting shall be conducted on a "firm commitment" basis, (C) if the Company shall have previously effected a registration pursuant to Section 2, this Section 3(a) or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 4 hereof, the Company shall not be required to effect any registration pursuant to this Section 3(a) until a period of 180 days shall have elapsed from the date on which the previous such registration ceased to be effective, (D) any Holder whose Registrable Notes were to be included in any such registration pursuant to this Section 3(a), subject by written notice to the Company, may withdraw such request and, on receipt of such notice of the withdrawal of such request from Holders holding a percentage of Registrable Notes, such that the Holders that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Registrable Notes to initiate a request under this Section 3(a), the Company shall not effect such registration, and (iE) the managing underwriter Company shall not be required to effect any registration to be effected pursuant to this Section 3(a) unless at least 10% of the aggregate principal amount of Registrable Notes outstanding at the time of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could request is to be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities included in such offeringregistration.

Request. At any timetime a Shelf Registration is not effective pursuant to Section 2.1, upon the written request of one or more holders (each, an “Initiating Holders requesting Holder”) of the Registrable Securities representing not less than 40% of the Registrable Securities then outstanding that the Company Corporation effect the registration under the Securities Act of all or part of such Initiating Holders’ Registrable Securities (which written request shall specify the intended number of Registrable Securities to be disposed of by such holder(s) and specifying the intended method of disposition thereof), the Company Corporation will promptly give written notice of such requested registration to all registered holders of the Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, . The Corporation will use commercially its reasonable best efforts to effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act or any similar rule then in effect, if so requested in such request and the Corporation is then eligible to use such registration, of the Registrable Securities which the Company Corporation has been so requested to register by (i) such Initiating Holders for disposition and (not ii) all such other holders (such holders together with the Initiating Holders are hereinafter referred to exceed, in as the case of an underwritten offering, “Selling Holders”) who by written request (which written request shall specify the intended number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder be disposed of Registrable Securities requesting registrationby such holder(s) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with and the intended method of disposition stated in thereof) given to the Corporation within 30 days after the giving of such written notice by the Corporation request the Corporation to register all or part of their Registrable Securities, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding ; provided, that the foregoing, the Company Corporation shall not be required obligated to effect more than two registrations pursuant to this Section 3.1(a) in any period registration hereunder, if the aggregate offering price of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringso registered is less than $2,000,000.

Request. At any timetime or from time to time after the date hereof, upon the written request of one or more Initiating Holders Holders, requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, will use commercially reasonable its best efforts to effect the registration under the Securities Act of of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the Company may elect to register in connection with the offering of Registrable Securities pursuant to this section 2.1, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any, so to be registered. Notwithstanding the foregoing, provided that the Company shall not be required to effect more than two registrations a registration pursuant to this Section 3.1(a2.1 (other than Rule 415 Registrations) in any period of twelve consecutive calendar months. The if three earlier registrations shall have been effected pursuant to this Section 2.1, and further provided that the Company shall not be entitled required to elect to register securities for its own account in connection with the offering effect any registration of Registrable Securities pursuant to this Section 3.1(a), subject 2.1 (other than pursuant to (ia Rule 415 Registration) unless the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a aggregate number of securities being offered which exceeds shares of Registrable Securities requested to be registered by all holders of Registrable Securities is equal to or greater than 10% of the number of securities which shares of Common Stock outstanding at the managing underwriter believes could be sold in date hereof (excluding those shares issued pursuant to the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringStock Purchase Agreement).

Request. At any timetime or from time to time on the earlier -------- of (x) December 21, 1995 or (y) the occurrence of an Initial Public Offering, upon the written request of one or more Initiating Holders Holders, requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, will use commercially reasonable its best efforts to effect the registration under the Securities Act of of (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request, and (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), and (iii) subject to the priority provisions of section 9.1(f), all shares of Common Stock which the Company may elect to register in connection with the offering of Registrable Securities pursuant to this Section 9.1; and (iv) subject to the priority provisions of section 9.1(f), shares of Common Stock held by other Persons having registration rights. all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any so to be registered. Notwithstanding , provided that the foregoing, provisions of this section 9.1(a) shall not require the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar monthsRegistrable Securities. The Company shall registration rights granted in this Agreement are intended to be entitled to elect to register securities for its own account in connection coincident with the offering of Registrable Securities pursuant registration rights granted to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf holders of the Company will not result in a Warrants. In no event, however, shall the total number of securities being offered which exceeds the number of securities registrations which the managing underwriter believes could be sold in Company is required to effect on request hereunder and under the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringWarrants exceed two.

Request. At If, at any timetime after the date hereof, upon the written Shelf Registration is not then effective, the Equity Purchaser or any other Holder or group of Holders, in each case, holding in excess of 10% of the aggregate of the outstanding Warrants and Warrant Shares then issued (PROVIDED that no Transferee of the Equity Purchaser or any of its Affiliates or of any Transferee shall be permitted to request of one a registration pursuant to this Section 4.2 unless the right to make such a request was transferred to such Transferee pursuant to Section 3.1(b)(i)) (individually or more Initiating Holders requesting collectively, as the case may be, the "DEMAND PARTY") may request in writing that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ Demand Party's Company Registrable Securities. Any such request will specify (i) the number of Company Registrable Securities proposed to be sold and specifying (ii) the intended method of disposition thereof. Subject to the other provisions of this Section 4.2, the Company will shall promptly give written notice of such requested registration to all registered holders of Registrable Securitiesother Holders, and thereupon the Company will, subject to the terms of this Agreementas expeditiously as possible, use its commercially reasonable efforts to effect the registration under the Securities Act of of: (i) the Company Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition the Demand Party; and (not to exceed, in the case of an underwritten offering, the number of ii) all other Company Registrable Securities that of the managing underwriter shall advise same class(es) or series as are to be registered at the request of a Demand Party and which the Company in writing has been requested to register by any other Holder thereof by written request given to the Company within thirty (with a copy to each holder of Registrable Securities requesting registration30) may be distributed, in its belief, without interfering with days after the successful marketing giving of such securities written notice by the Company (such writing to state which request shall specify the basis of such belief)) in accordance with the amount and intended method of disposition stated in of such request Company Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended methods method thereof as aforesaid) of the Company Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offering.

Request. At any time or from time to time, upon the written ------- request of one or more Initiating Holders B-2 Holders, requesting that the Company effect the registration under the Securities Act of all or part of such Initiating B-2 Holders’ ' Registrable Securities Securities, and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, use commercially reasonable its best efforts to effect the registration under the Securities Act of of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating B-2 Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 15 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the Company or other holders of the Company's Common Stock having registration rights may elect to register in connection with the offering of Registrable Securities pursuant to this section 2.1, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any so to be registered. Notwithstanding the foregoing; provided, that -------- the Company shall not be required to effect more than two registrations any registration requested by Initiating B-2 Holders pursuant to this Section 3.1(asection 2.1 (x) in any period of twelve consecutive calendar months. The Company shall be entitled on more than one occasion and (y) unless the Holders have requested to elect to register securities for its own account in connection with the offering sell at least 500,000 shares of Registrable Securities or shares of Registrable Securities to be sold have a fair market value (based upon the closing price of such Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this Section 3.1(a), subject to (isection 2.1) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringat least $25 million.

Request. At any timetime and from time to time after the expiration (in accordance with Section 2(a) above) or cessation of effectiveness of the Shelf Registration Statement filed by the Company pursuant to Section 2(a) hereof (the "Initial Shelf") and the Company's obligations hereunder have not terminated pursuant to and in accordance with the terms of Section 18 hereof, upon the written request of one or more Holders (other than Management Holders, who shall have no request rights under this Section 3(a)) (the "Initiating Holders requesting that Holders") may make a written request (the "Initiating Request") to the Company effect for the registration with the Commission under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities Common Stock; PROVIDED, HOWEVER, that such request shall be made by one or more Holders (other than Management Holders) holding at least 10% of the outstanding shares of Registrable Common Stock, which request shall specify the number of shares to be disposed of by such Holders and specifying the intended method proposed plan of disposition thereofdistribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this paragraph, the Company will promptly give written notice shall notify in writing all other Holders (including the Management Holders) of the receipt of such requested registration to all registered holders of Registrable Securities, request and thereupon the Company will, subject to the terms of this Agreement, will use commercially its reasonable best efforts to effect effect, at the earliest practicable date, such registration under the Securities Act of Act, including a Shelf Registration, if applicable, of (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holders for disposition Holder or Holders, and (not to exceed, in the case of an underwritten offering, the number of ii) all other Registrable Securities that the managing underwriter shall advise Common Stock which the Company in writing (with a copy has been requested to each holder register by any other Holders by written request given to the Company within 30 days after the giving of Registrable Securities requesting registration) may be distributedwritten notice by the Company to such other Holders of the Initiating Request, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 3(c) hereof) of the Registrable Securities Common Stock so to be registered. Notwithstanding the foregoing; PROVIDED, THAT, (A) the Company shall not be required to effect more than a total of two registrations pursuant to this Section 3.1(a3(a) in any period for all Holders of twelve consecutive calendar months. The Registrable Common Stock, (B) if the intended method of distribution is an underwritten Public Offering, the Company shall not be entitled required to elect to register securities for its own account in connection with the offering of Registrable Securities effect such registration pursuant to this Section 3.1(a3(a) unless such underwriting shall be conducted on a "firm commitment" basis, (C) if the Company shall have previously effected a registration pursuant to Section 2, this Section 3(a) or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 4 hereof, the Company shall not be required to effect any registration pursuant to this Section 3(a) until a period of 180 days shall have elapsed from the date on which the previous such registration ceased to be effective, (D) any Holder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 3(a), subject by written notice to the Company, may withdraw such request and, on receipt of such notice of the withdrawal of such request from Holders (iexcluding Management Holders) holding a percentage of Registrable Common Stock, such that the Holders (excluding Management Holders) that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Registrable Common Stock to initiate a request under this Section 3(a), the Company shall not effect such registration, and (E) the managing underwriter Company shall not be required to effect any registration to be effected pursuant to this Section 3(a) unless at least 10% of the shares of Registrable Common Stock outstanding at the time of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could request is to be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities included in such offeringregistration.

Request. At any timetime after the conclusion of six months following the date on which the Company is no longer required to keep the shelf registration statement contemplated by Section 2.1 effective in accordance with the terms hereof, upon the written request of one or more Initiating Majority Holders requesting shall have the right to request, in a writing to the Company, that the Company effect a registration with the registration Commission under the Securities Act of all or part no less than fifty (50%) percent of such Initiating requesting Holders’ ' Registrable Securities and specifying then owned by such Holders; provided, however, that the intended method of disposition thereof, the Company shall not be obligated to effect more than one registration pursuant to this Section 2.2. The Company will promptly give written notice of any such requested registration to all registered holders of Registrable SecuritiesHolders and thereupon, and thereupon the Company will, subject to the terms of this Agreement, will use commercially reasonable its best efforts to effect the registration under the Securities Act of: (i) subject to the provisions of Section 2.2(b), the Registrable Securities which the Company has been so requested to register by such Initiating the Holders for disposition requesting registration pursuant to the first sentence of Section 2.2(a) (not the "Requesting Holders"); and (ii) Subject to exceedSection 2.2(b), in the case of an underwritten offering, the number of all other Registrable Securities that the managing underwriter shall advise which the Company in writing (with a copy has been requested to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with register by the successful marketing Holders by written request given to the Company within 30 days after the giving of such securities (such writing to state written notice by the basis of such belief)) in accordance with the intended method of disposition stated in such request Company, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding If the foregoingRequesting Holders so elect, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of the Registrable Securities pursuant to this Section 3.1(a)2.2(a) shall be in the form of an underwritten offering. If the Requesting Holders request that the registration be in the form of a non-underwritten offering, subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of then neither the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling nor any other Person (other than the Holders) shall be allowed to include any securities in such offeringregistration without the prior written consent of the Buyer.

Request. At any timetime and from time to time after the 180th day following the consummation of an IPO, upon the written request of one or more Initiating Holders Holders, requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of outstanding Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, will use commercially reasonable its best efforts to effect the its registration under the Securities Act of of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holder or Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request; and (ii) all other Registrable Securities the Holders of which have made written requests to the Company for registration thereof within 20 Business Days after the giving of such written notice by the Company (which request shall specify the intended method of disposition thereof), all to the extent necessary required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, ; PROVIDED that the Company shall not be required to effect more than two registrations the registration pursuant to this Section 3.1(a2 of any Warrants (but shall be required to effect the registration of Registrable Securities described in clauses (b) and (c) of the definition of Registrable Securities), and PROVIDED, FURTHER, that any holder of Registrable Securities to be included in any period such registration, may, by written notice to the Company within 10 Business Days after its receipt of twelve consecutive calendar monthsa copy of a notice from the managing underwriter delivered pursuant to paragraph (g) below, withdraw such request and, on receipt of such notice of the withdrawal of such request from holders comprising at least a majority of the holders of Registrable Securities to be included in such registration, the Company may elect not to effect such registration. The Subject to paragraph (g) below, the Company shall be entitled to elect to register may include in such registration other securities for sale for its own account in connection with or for the offering account of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringPerson.

Request. At any timeSubject to the limitations provided herein, commencing on December 31, 1998, or on the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of one or more the Initiating Holders Holders, requesting that the Company effect the registration under the Securities Act of all or part at least fifty percent (50%) of such Initiating Holders’ the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will promptly within 10 business days after the Company receives such written request give written notice of such requested registration to all registered holders other Holders of Registrable Securities, Securities and thereupon the Company will, subject to the terms of this Agreement, will use commercially reasonable efforts to effect the registration under the Securities Act of of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition Holders, and (not to exceed, in the case of an underwritten offering, the number of ii) all other Registrable Securities that the managing underwriter shall advise which the Company in writing (with a copy has been requested to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with register by the successful marketing other Holders thereof by written request given to the Company within 15 days after the giving of such securities written notice by the Company (such writing which request shall specify the same information called for by the original request to state the basis of such beliefeffect registration described above)) in accordance with the intended method of disposition stated in such request , all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 2.1(b) hereof) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offering.

Request. At any time, upon Upon the written request of one or more Initiating Holders the Requisite Holders, requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ holders' Registrable Securities and specifying the intended method of disposition thereofthereof and whether or not such requested registration is to be an underwritten offering, the Company will promptly give written notice of such requested registration to all registered other holders of Registrable Securities, Securities and thereupon the Company will, subject to the terms of this Agreement, will use commercially reasonable its best efforts to effect the registration under the Securities Act of of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition holders, and (not to exceed, in the case of an underwritten offering, the number of ii) all other Registrable Securities that the managing underwriter shall advise which the Company in writing (with a copy has been requested to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with register by the successful marketing holders thereof by written request given to the Company within 30 days after the giving of such securities written notice by the Company (such writing to state the basis of such belief)) in accordance with which request shall specify the intended method of disposition stated in of such request Registrable Securities), all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding ; PROVIDED, HOWEVER, that (A) participation by any holder of ING Registrable Securities (as defined below in this Section) in a Prudential Registration (as so defined) shall be permitted only if approved by a majority of the foregoingPrudential Registrable Securities at the time outstanding, and (B) participation by any holder of Prudential Registrable Securities (as defined below in this Section) in an ING Registration (as so defined) shall be permitted only if approved by a majority of the Company shall not be required ING Registrable Securities at the time outstanding. (1) two Limited Demand Registrations, in each case at the request of the holders of a majority of the ING Registrable Securities at the time outstanding (each such registration being herein called an "ING REGISTRATION"); (2) two Limited Demand Registrations, in each case at the request of the holders of a majority of the Prudential Registrable Securities at the time outstanding (each such registration being herein called a "PRUDENTIAL Registration"); and (3) one Full Demand Registration at the request (a "FULL DEMAND REQUEST") of the holders of a majority of Registrable Securities at the time outstanding otherwise having rights to effect more than two registrations demand a Limited Demand Registration ("LIMITED DEMAND RIGHTS") pursuant to the foregoing provisions of this Section 3.1(a) in any period of twelve consecutive calendar months. The Company sentence, provided, that the Limited Demand Rights with respect to one Limited Demand Registration shall be entitled to elect to register securities for its own account surrendered in connection with such Full Demand Request. If the offering of only Registrable Securities pursuant to this Section 3.1(a)are either ING Registrable Securities or Prudential Registrable Securities, subject to (i) such Full Demand Registration shall be considered either an ING Registration or a Prudential Registration, as the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringcase may be.

Request. At any time, upon Upon the written request of one or more Initiating Holders requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, will use commercially reasonable its best efforts to effect the registration under the Securities Act of of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the Company and any Other Stockholders may elect to register in connection with the offering of Registrable Securities pursuant to this Section 2.1, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any, so to be registered. Notwithstanding the foregoing, ; provided that the Company shall not be required to effect (i) more than two registrations one registration pursuant to this Section 3.1(a2.1, (ii) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering registration of Registrable Securities pursuant to this Section 3.1(a2.1 unless the aggregate number of shares of Registrable Securities requested to be registered by all holders of Registrable Securities is equal to or greater than 25% of the Registrable Securities originally issuable under the Warrant Agreement or have a market value (based upon the closing price of such Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this Section 2.1) of at least $5 million at the close of the last trading day prior to such request, (iii) during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration (provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective), subject to and (iiv) the managing underwriter registration of Registrable Securities pursuant to this Section 2.1 if (x) in the good faith judgment of the board of directors of the Company, such offering advising registration would be seriously detrimental to the Initiating Holder in writing that, in its opinion, Company and the inclusion board of such securities on behalf directors of the Company will not result in concludes, as a number result, that it is essential to defer the filing of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering such registration statement at such time, and (iiy) the inclusion of Company shall furnish to such securities on behalf Holders a certificate signed by the president of the Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental (provided that the Company may not entitling defer the filing for a period of more than one hundred eighty (180) days after receipt of the request of Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any other Person to include securities in such offeringtwelve-month period).

Request. At Except as otherwise provided in this Section 1, at any time and from time to time, upon the written request of one or more Initiating Holders requesting that the Company effect the a registration under the Securities Act of all or any part of such Initiating Holders’ ' Registrable Securities Securities, and specifying the intended method or methods of disposition thereof, the Company will promptly promptly, but in any event within ten (10) days after receipt of such written request, give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, will use commercially reasonable its best efforts to effect effect, as reasonably expeditiously as practicable, the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders Holder or Holders, for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method or methods of disposition stated in such request, (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request delivered to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof), and (iii) all other securities which the Company wishes to register, whether for its own account or for the account of the holders thereof, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding ; provided that any holder of Registrable Securities to be included in any such registration, by written notice to the foregoingCompany within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 1(e), may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company shall may elect not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringregistration.

Request. At any timetime and from time to time after the expiration (in accordance with Section 2(a) above) or cessation of effectiveness of the Shelf Registration Statement filed by the Company pursuant to Section 2(a) hereof (the “Initial Shelf”) and prior to the termination of the Company’s obligations hereunder pursuant to and in accordance with the terms of Section 19 hereof, upon the written request of one or more Holders (other than Management Holders, who shall have no request rights under this Section 3(a)) (the “Initiating Holders requesting that Holders”) may make a written request (the “Initiating Request”) to the Company effect for the registration with the Commission under the Securities Act of all or part of such Initiating Holders’ Registrable Securities Common Stock; provided, however, that such request shall be made by one or more Holders (other than Management Holders) holding at least 15% of the outstanding shares of Registrable Common Stock, which request shall specify the number of shares to be disposed of by such Holders and specifying the intended method proposed plan of disposition thereofdistribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this paragraph, the Company will promptly give written notice shall notify in writing all other Holders (including the Management Holders) of the receipt of such requested registration to all registered holders of Registrable Securities, request and thereupon the Company will, subject to the terms of this Agreement, will use commercially its reasonable best efforts to effect effect, at the earliest practicable date, such registration under the Securities Act of Act, including a Shelf Registration, if applicable, of (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holders for disposition Holder or Holders, and (not to exceed, in the case of an underwritten offering, the number of ii) all other Registrable Securities that the managing underwriter shall advise Common Stock which the Company in writing has been requested to register by any other Holders by written request given to the Company within 20 days after the giving of written notice by the Company to such other Holders of the Initiating Request (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with 10 days if the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated Company states in such request written notice or gives telephonic notice to the relevant stockholders, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 3(c) hereof) of the Registrable Securities so Common Stock to be so registered. Notwithstanding the foregoing; provided, that, (A) the Company shall not be required to effect more than two a total of six registrations pursuant to this Section 3.1(a3(a) in any period for all Holders of twelve consecutive calendar months. The Registrable Common Stock, (B) if the intended method of distribution is an underwritten Public Offering, the Company shall not be entitled required to elect to register securities for its own account in connection with the offering of Registrable Securities effect such registration pursuant to this Section 3.1(a3(a) unless such underwriting shall be conducted on a “firm commitment” basis, (C) if the Company shall have previously effected a registration pursuant to Section 2, this Section 3(a) or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 4 hereof, the Company shall not be required to effect any registration pursuant to this Section 3(a) until a period of 180 days shall have elapsed from the date on which the previous such registration ceased to be effective, (D) any Holder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 3(a), subject by written notice to the Company, may withdraw such request and, on receipt of such notice of the withdrawal of such request from Holders (iexcluding Management Holders) holding a percentage of Registrable Common Stock, such that the Holders (excluding Management Holders) that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Registrable Common Stock to initiate a request under this Section 3(a), the Company shall not effect such registration, (E) the managing underwriter Company shall not be required to effect any registration to be effected pursuant to this Section 3(a) unless at least 10% of the shares of Registrable Common Stock outstanding at the time of such offering advising request is to be included in such registration, and (F) a Shelf Registration effected under this Section 3(a) shall comply with the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold procedures set forth in the offering and (ii) the inclusion second paragraph of such securities on behalf of the Company not entitling any other Person to include securities in such offeringSection 2(a).

Request. At any timeUpon the terms and subject to the conditions of this Agreement, upon the written request of one or more Initiating the Holders of a majority in interest of the Registrable Securities (the "Requesting Holders") requesting that the Company effect the registration under the Securities Act of all or part a specified number of such Initiating Holders’ Registrable Securities and specifying (such specified number of such Registrable Securities, the "Requested Securities") (which request shall also specify the intended method or methods of disposition thereof), the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, shall use commercially reasonable its best efforts to effect the registration under the Securities Act of the Registrable Requested Securities which requested by the Company has been so requested to register by such Initiating Requesting Holders for disposition (not according to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method or methods of disposition stated in such request specified by the Requesting Holders (including a shelf registration) to the extent necessary required or deemed appropriate by the Requesting Holders to permit the disposition (in accordance with according to the intended method or methods thereof as aforesaidspecified by the Requesting Holders) of the Registrable Securities so to be registeredRequested Securities. Notwithstanding anything in this Section 2 to the foregoingcontrary, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of such Registrable Securities pursuant to this Section 3.1(a2. If the Requesting Holders request registration of their Requested Securities on a delayed or continuing basis under Rule 415 under the Securities Act (or any successor or similar rule), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered shall keep such registration continuously effective for at least 24 months (or such shorter period specified by the Requesting Holders) following the date on which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in registration statement is declared effective or until all such offeringRegistrable Securities registered thereunder are sold, whichever is shorter.

Request. At any timeDuring the period commencing on the Effective Time and ending on the second anniversary of the Effective Time (the "Registration Period"), each Cable Stockholder shall have the right upon the written request of one or more Initiating Holders requesting (a "Request") to request that the Company effect the registration under the Securities Act of all or a part of such Initiating Holders’ the Registrable Securities and specifying then owned by such Cable Stockholder(s) (but in any event not less than an aggregate of 5,000,000 shares of Common Stock, as adjusted to reflect any stock splits, combinations of shares, reclassifications or comparable transactions, or such lesser number of shares as shall then constitute all of the intended method Registrable Securities then owned by such Cable Stockholders taking into account all Registrable Securities to be included in such registration). Upon receipt of disposition thereofany such Request, the Company will promptly give written provide notice of such requested registration Request in accordance with Section 8 (the "Registration Notice") to each of the Cable Stockholders not included in such Request and will use all registered holders of Registrable Securities, and thereupon the Company will, reasonable efforts (subject to the terms of this Agreement, use commercially reasonable efforts Section 4(b)) to effect the such registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) Request or by any other Cable Stockholder within 15 days after delivery of the Registrable Securities so Registration Notice (the Cable Stockholders requesting registration shall collectively be referred to as the "Participating Cable Stockholders"). Each Cable Stockholder shall be registered. Notwithstanding entitled to two Requests during the foregoing, the Company shall not be required to effect more than two registrations Registration Period pursuant to this Section 3.1(a2, provided that, regardless of whether any securities are offered or sold pursuant thereto (other than as a result of any action by the Company pursuant to Section 4(b)), no more than one Request shall be made by each Cable Stockholder during the first twelve month period of the Registration Period and no more than one Request shall be made by each Cable Stockholder during the remainder of the Registration Period. (For the avoidance of doubt, no more than a total of six Requests may be made hereunder.) The Company may include in any period such registration other securities for sale for its own account or for the account of twelve consecutive calendar monthsany other Person; provided that, if the managing underwriter for the offering shall determine that the number of shares proposed to be offered in such offering would be reasonably likely to adversely affect such offering, then the securities to be sold by the Cable Stockholders shall be included in such registration before any securities proposed to be sold for the account of the Company or any other Person and provided further that the Cable Stockholders agree that any reduction in the number of securities to be offered by the Cable Stockholders pursuant to any Request shall be on a pro rata basis except that the securities offered by the Cable Stockholder initiating such Request shall not be reduced to less than 50% of such securities included in the initial Request unless no securities of any other Cable Stockholder are included therein. The Cable Stockholder making such initial Request shall be responsible for any calculations relating to the foregoing and shall set forth such calculations in a certificate to be delivered to the Company, on which certificate the Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringrely.

Request. At any timetime or from time to time commencing (i) in connection with an underwritten offering by Holders, upon from the written request Effective Date and (ii) in connection with any offering that is not an underwritten offering, two years after the Effective Date, any Holder or Holders holding Registrable Securities shall, subject to paragraph (h) of one or more Initiating Holders requesting that this Section 3.1, have the right to require the Company to effect the registration under the Securities Act of all or part of such Initiating Holders’ their respective Registrable Securities, by delivering a written request (a "Holder Request") therefor to the Company specifying the number of shares of Registrable Securities and specifying the intended method of disposition thereofdistribution. The party or parties delivering a Holder Request shall be referred to as the "Initiating Holder." As promptly as practicable, but no later than ten days after receipt of a Holder Request, the Company will promptly shall give written notice of such requested registration the Holder Request to all registered holders of Registrable Securities, Holders (the "Demand Exercise Notice") and thereupon the Company will, shall (subject to the terms limitations below) include in such registration all other Registrable Securities requested by the Holders thereof to be so included by written notice (which notice shall specify the maximum number of this AgreementRegistrable Securities intended to be disposed of by such Holder) within 20 days after the giving of the Demand Exercise Notice (or, 10 days if, at the request of the Initiating Holder participating in such registration, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3 under the Securities Act). The Company shall as expeditiously as possible (but in any event within 30 days of receipt of a Holder Request if the Company is eligible to use commercially Form S-3 to register the transaction described in the Holder Request, or otherwise within 90 days of receipt of a Holder Request) use its reasonable best efforts to effect the file a registration statement under the Securities Act of covering the Registrable Securities which the Company has been so requested to register by the Initiating Holder and any other Holders which have duly made a written request to the Company for inclusion in such Initiating Holders for disposition registration. The Company shall (not i) use its reasonable best efforts to exceed, in effect the case of an underwritten offering, the number registration of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) for distribution in accordance with the intended method of disposition stated in such request to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result distribution set forth in a number of securities being offered which exceeds written request delivered by the number of securities which the managing underwriter believes could be sold in the offering Majority Participating Holders, and (ii) if requested by the inclusion of such securities on behalf Majority Participating Holders, obtain acceleration of the Company not entitling any other Person effective date of the registration statement relating to include securities in such offeringregistration as promptly as practicable following such request.

Request. At Subject to the limitations set forth in Section 1(b), at any timetime after the earlier of (x) the third year anniversary of this agreement and (y) six months after the effective date of the Company's registration statement for its Initial Public Offering , a Holder or Holders (as defined in Section 9(b)) may require, upon written notice to the written request of one or more Initiating Holders requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ Registrable Securities and specifying the intended method of disposition thereofCompany, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, use commercially reasonable efforts to effect the registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") of all or part of the Registrable Securities which (as defined in Section 9(b)) held by such requesting Holder or Holders; provided, however, that Holders of Series A Preferred Stock or Series B Preferred Stock shall not, in the aggregate, be permitted to exercise any demand right until an Initial Public Offering of the Company; and provided, further, that Holders of Series A Preferred Stock or Series B Preferred Stock shall not be permitted to make more than one demand right for a registration on a Registration Statement on Form S-1 and the Holders of Series C Preferred Stock shall not be permitted to make more than three demand rights for a registration on a Registration Statement on Form S-1. The Company promptly shall give notice of such requested registration to all Holders of Registrable Securities who are entitled to join in such registration and thereupon, the Company shall use its best efforts to effect, on the earliest possible date, the registration under the Securities Act for public sale (in accordance with the method of disposition specified in the notice from the requesting Holders), of the Registrable Securities that the Company has been so requested to register by such Initiating requesting Holders for disposition (not to exceed, in and the case of an underwritten offering, the number of other Registrable Securities that the managing underwriter shall advise Company has been requested to register by the Holders thereof by written notice given to the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with within 20 days after the successful marketing giving of such securities (such writing to state notice by the basis of such belief)) in accordance with the intended method of disposition stated in such request to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringCompany.

Request. At Subject to the ------------------------- ------- provisions of this Agreement (including Section 4.13 hereof), at any timetime and from time to time after the obligation of the Company under section 6.21(a) of the Merger Agreement to effect a registered public offering of shares of Class A Common Stock shall have either been satisfied or terminated, upon the written request of the Representative on behalf of one or more Holders (the "Initiating Holders Holders") of at least fifteen percent (15%) of Registrable Securities requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ Registrable Securities (which request shall specify the number of Registrable Securities to be registered and specifying the intended method of disposition distribution thereof), the Company will promptly give shall provide prompt written notice of such requested request for registration to the Representative (and the Representative shall be responsible for relaying such notice to the Holders of Registrable Securities other than the Initiating Holders) and to all registered record holders of CP/BV Registrable SecuritiesSecurities (or to any representative(s) of such holders to the extent, provided for under section 1.02 of the CP Agreement or the BV Agreement, as the case may be), and thereupon the Company will, subject to the terms of this Agreement, shall use commercially reasonable its best efforts to effect the registration register under the Securities Act (a "Demand Registration"), including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration, as expeditiously as may be practicable, the Registrable Securities which the Company has been so requested to register by the Initiating Holders, together with all other Registrable Securities and CP/BV Registrable Securities whose record holders (having received the aforementioned written notice) shall have requested in writing to be included in such Demand Registration within fifteen (15) days after the receipt of such written notice (such holders together with the Initiating Holders for are hereinafter referred to as the "Selling Holders"), all to the extent requisite to permit the disposition (not to exceed, of such Registrable Securities and CP/BV Registrable Securities in accordance with the plan of distribution set forth in the applicable registration statement. In the case of an underwritten offeringany Demand Registration, the Initiating Holders must request registration of Registrable Securities representing not less than such number of Registrable Securities that the managing underwriter shall advise Expected Proceeds of which, on the Company in writing (with a copy date of the aforementioned written request, would equal at least $25 million. Notwithstanding anything herein to each holder the contrary, the rights of Holders of Registrable Securities requesting registration) may shall be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request subject to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) provisions of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this penultimate sentence of Section 3.1(a1.02(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringhereof.

Request. At any timetime or from time to time on the earlier of (x) ------- December 21, 1995 or (y) the occurrence of an Initial Public Offering, upon the written request of one or more Initiating Holders Holders, requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, will use commercially reasonable its best efforts to effect the registration under the Securities Act of of (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request, and (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), and (iii) subject to the priority provisions of section 13.1(f), all shares of Common Stock which the Company may elect to register in connection with the offering of Registrable Securities pursuant to this Section 13.1; and (iv) subject to the priority provisions of section 13.1(f), shares of Common Stock held by other Persons having registration rights, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any so to be registered. Notwithstanding , provided that the foregoing, provisions of this section 13.1(a) shall not require the Company shall not be required to effect more than two registrations of Registrable Securities. The registration rights granted in this Warrant are intended to be coincident with the registration rights granted to the Purchaser pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The two Stock Purchase Agreements, dated September 4, 1991 and October 29, 1991, respectively, between the Purchaser and the Company shall be entitled to elect to register securities for its own account in connection and with the offering of Registrable Securities pursuant registration rights granted to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf holders of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringWarrants.

Request. At Except as otherwise provided in this Section 1, at any time and from time to time, upon the written request of (x) one or more Initiating Holders or (y) one or more Merging Purchaser Initiating Holders requesting that the Company effect the a registration under the Securities Act of all or any part of such Initiating Holders’ ' or Merging Purchaser Initiating Holders' Registrable Securities Securities, and specifying the intended method or methods of disposition thereof, the Company will promptly promptly, but in any event within ten (10) days after receipt of such written request, give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, will use commercially reasonable its best efforts to effect effect, as reasonably expeditiously as practicable, the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders or Merging Purchaser Initiating Holders, for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method or methods of disposition stated in such request, (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request delivered to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof), and (iii) all other securities which the Company wishes to register, whether for its own account or for the account of the holders thereof, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding ; provided that any holder of Registrable Securities to be included in any such registration, by written notice to the foregoingCompany within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 1(e), may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company shall may elect not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringregistration.

Request. At any timetime after the date hereof, upon the written Trust Preferred Purchaser or any other Holder of Trust Registrable Securities or group of Holders, in each case, holding in excess of 10% of the aggregate principal amount of the Trust Preferred Securities then outstanding (PROVIDED that no Transferee of the Trust Preferred Purchaser or any of its Affiliates or of any Transferee shall be permitted to request of one a registration pursuant to this Section 5.1 unless the right to make such a request was transferred to such Transferee pursuant to Section 3.1(b)(ii)), individually or more Initiating Holders requesting collectively, as the case may be (the "TRUST DEMAND PARTY"), may request in writing that the Company and the Trust effect the registration under the Securities Act of all or part of such Initiating Holders’ Trust Demand Party's Trust Registrable Securities. Any such request will specify (i) the number of Trust Registrable Securities proposed to be sold and specifying (ii) the intended method of disposition thereof. Subject to the other provisions of this Section 5.1, the Trust shall, and the Company will shall cause the Trust to, promptly give written notice of such requested registration to all registered holders other Holders of Trust Registrable Securities, and thereupon the Company will, subject to the terms of this Agreementas expeditiously as possible, use its commercially reasonable efforts to effect the registration under the Securities Act of of: (i) the Trust Registrable Securities which the Company has and the Trust have been so requested to register by such Initiating Holders for disposition the Trust Demand Party; and (not to exceed, in the case of an underwritten offering, the number of ii) all other Trust Registrable Securities that of the managing underwriter shall advise same class(es) or series as are to be registered at the request of a Trust Demand Party and which the Trust has been requested to register by any other Holder of Trust Registrable Securities by written request given to the Company in writing and the Trust within thirty (with a copy to each holder of Registrable Securities requesting registration30) may be distributed, in its belief, without interfering with days after the successful marketing giving of such securities written notice by the Trust (such writing to state which request shall specify the basis of such belief)) in accordance with the amount and intended method of disposition stated in of such request Trust Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended methods method thereof as aforesaid) of the Trust Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offering.

Request. At Except as otherwise provided in this ------- Section 1, at any time and from time to time, upon the written request of one or more Initiating Holders requesting that the Company effect the a registration under the Securities Act of all or any part of such Initiating Holders’ ' Registrable Securities Securities, and specifying the intended method or methods of disposition thereof, the Company will promptly promptly, but in any event within ten (10) days after receipt of such written request, give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, will use commercially reasonable its best efforts to effect effect, as reasonably expeditiously as practicable, the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S- 2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders Holder or Holders, for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method or methods of disposition stated in such request, (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request delivered to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof), and (iii) all other securities which the Company wishes to register, whether for its own account or for the account of the holders thereof, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding ; provided that any holder of Registrable Securities to be included in any such registration, by written notice to the foregoingCompany within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 1(e), may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company shall may elect not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringregistration.

Request. At any time, upon Upon the written request of one or more Initiating Holders requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, will use commercially reasonable its best efforts to effect the registration under the Securities Act of of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the Company and any Other Stockholders may elect to register in connection with the offering of Registrable Securities pursuant to this Section 2.1, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any, so to be registered. Notwithstanding the foregoing, ; provided that the Company shall not be required to effect (i) more than two registrations one registration pursuant to this Section 3.1(a2.1, (ii) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering registration of Registrable Securities pursuant to this Section 3.1(a2.1 unless the aggregate number of shares of Registrable Securities requested to be registered by all holders of Registrable Securities is equal to or greater than 50% of the Registrable Securities originally issuable under the Warrant Agreement or have a market value (based upon the closing price of such Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this Section 2.1) of at least $5 million at the close of the last trading day prior to such request, (iii) during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration (provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective), subject to and (iiv) the managing underwriter registration of Registrable Securities pursuant to this Section 2.1 if (x) in the good faith judgment of the board of directors of the Company, such offering advising registration would be seriously detrimental to the Initiating Holder in writing that, in its opinion, Company and the inclusion board of such securities on behalf directors of the Company will not result in concludes, as a number result, that it is essential to defer the filing of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering such registration statement at such time, and (iiy) the inclusion of Company shall furnish to such securities on behalf Holders a certificate signed by the president of the Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental (provided that the Company may not entitling defer the filing for a period of more than one hundred eighty (180) days after receipt of the request of Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any other Person to include securities in such offeringtwelve-month period).

Request. At any timetime or from time to time after the 90th day ------- following the issuance of the Preferred Stock pursuant to the Stock Purchase Agreement, upon the written request of one or more Initiating Holders Holders, requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, use commercially reasonable its best efforts to effect the registration under the Securities Act of of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 15 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the Company or other holders of the Company's Common Stock having registration rights may elect to register in connection with the offering of Registrable Securities pursuant to this section 2.1, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any so to be registered. Notwithstanding the foregoing; provided, that -------- the Company shall not be required to effect any registration pursuant to this section 2.1 (x) on more than two registrations three separate occasions and (y) unless the Holders have requested to sell at least 2 million shares of Registrable Securities or shares of Registrable Securities to be sold have a fair market value (based upon the closing price of such Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this section 2.1) of at least $50 million; provided, however, the Company shall be required, if so requested, to -------- effect one additional registration pursuant to this Section 3.1(a) in any period 2.1 subsequent to the third anniversary of twelve consecutive calendar months. The the issuance of the Preferred Stock to the Holders by the Company shall which request may be entitled to elect to register securities for made by Apollo or its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a)Affiliates, whether or not an Initiating Holder, and will not be subject to the volume or fair market value limitations set forth in clause (iy) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringabove.

Request. At Subject to Section 2.1(f), at any timetime following December 12, upon the written request of 2001, one or more holders (the "Initiating Holders requesting Holders") of 25% or more of the total number of shares of Class A Common Stock issued or issuable upon conversion or issued upon exchange of the Preferred Stock that has been issued pursuant to the Stock Purchase Agreement, may, upon written request (if such request involves an underwritten offering, each such request shall specify the number of shares to be included in such registration and the acceptable price range for the shares to be included in such registration), require the Company to effect the registration under the Securities Act of all or part of any Registrable Securities held by such Initiating Holders’ . Should the Initiating Holders request registration of the Preferred Stock that constitute Registrable Securities Securities, any legal expenses arising as a result of conforming the Preferred Stock for public trading shall be divided equally between and specifying the intended method of disposition thereof, paid by the Company and the Initiating Holders. The Company promptly will promptly give written notice of such requested registration to all registered other holders of Registrable SecuritiesSecurities who are entitled to join in such registration. After December 12, and thereupon 2001, the Company will, subject to the terms of this Agreement, will use commercially its reasonable best efforts to effect effect, not later than 90 days after the end of the period in which each request for registration is received (or, if the 90th day is not a business day, the first business day thereafter), the registration under the Securities Act, including, by means of a shelf registration on Form S-3 (or any successor form) pursuant to Rule 415 under the Securities Act of if so requested in such request (but only if the Company is then eligible to use such a shelf registration and if Form S-3 (or such successor form) is then available to the Company), of (i) the Registrable Securities which that the Company has been so requested to register by such Initiating Holders for disposition Holders, and (not to exceed, in the case of an underwritten offering, the number of ii) all other Registrable Securities that the managing underwriter shall advise Company has been requested to register by the holders thereof (such holders together with the Initiating Holders hereinafter are referred to as the "Selling Holders") by written request given to the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with within 30 days after the successful marketing giving of such securities (such writing to state written notice by the basis Company of such belief)) in accordance with the intended method of disposition stated in such request registration, all to the extent necessary required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offering.

Request. At any timetime and from time to time when a Shelf Registration Statement filed by the Company pursuant to Section 2(a) hereof (the “Initial Shelf”) is not effective, upon any Holder (the “Initiating Holder”) may make a written request of one or more (the “Initiating Holders requesting that Request”) to the Company effect for the registration with the Commission under the Securities Act (on Form S-3 or, if Form S-3 is not then available to the Company, Form S-1 or any other appropriate form) covering the sale of all or part of the Registrable Common Stock then held by the Initiating Holder, which request shall specify the number of shares to be disposed of by the Initiating Holder, the proposed plan of distribution therefor and whether or not a Shelf Registration Statement is being requested. Upon the receipt of any Initiating Request for registration pursuant to this Section 3(a), the Company promptly shall notify in writing all other Holders of the receipt of such request and will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of all or part of such Initiating Holders’ Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, use commercially reasonable efforts to effect the registration under the Securities Act of of (i) the Registrable Securities Common Stock which the Company has been so requested to register by such the Initiating Holders for disposition Holder, and (not to exceed, in the case of an underwritten offering, the number of ii) all other Registrable Securities that the managing underwriter shall advise Common Stock which the Company in writing has been requested to register by any other Holders by written request given to the Company within twenty (with a copy 20) days after the giving of written notice by the Company to each holder such other Holders of Registrable Securities requesting registrationthe Initiating Request (or ten (10) may be distributed, in its belief, without interfering with days if the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated Company states in such request written notice or gives telephonic notice to such other Holders, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 (or, if Form S-3 is not then available to the Company, Form S-1 or any other appropriate form) and (ii) such shorter period of time is required because of a planned filing date), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 3(c) hereof) of the Registrable Securities so Common Stock to be so registered. Notwithstanding the foregoing; provided, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offering.,

Request. At any timetime and from time to time during the period commencing 180 days after the expiration of the Initial Registration Period, upon the Requesting Holders may make a written request of one or more (the “Initiating Holders requesting that Request”) to the Company effect for the registration with the Commission under the Securities Act of all or part of such Initiating Requesting Holders’ Registrable Securities Common Stock, which Initiating Request shall specify the number of shares to be disposed of by such Requesting Holders and specifying the intended method proposed plan of disposition thereofdistribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this Section 3(a), the Company will promptly give written notice shall notify in writing all other Holders (including the Management Holders and all holders of Warrants) of the receipt of such requested registration to all registered holders of Registrable Securities, request and thereupon the Company will, subject to the terms of this Agreement, will use commercially its reasonable best efforts to effect effect, at the earliest practicable date, such registration under the Securities Act of Act, including a Shelf Registration, if applicable, of (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holders for disposition Requesting Holder or Holders, and (not to exceed, in the case of an underwritten offering, the number of ii) all other Registrable Securities that the managing underwriter shall advise Common Stock which the Company in writing (with a copy has been requested to each holder register by any other Holders by written request given to the Company within 30 days after the giving of Registrable Securities requesting registration) may be distributedwritten notice by the Company to such other Holders and holders of Warrants of the Initiating Request, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 6(c) hereof) of the Registrable Securities Common Stock so to be registered. Notwithstanding the foregoing; provided, that, (A) the Company shall not be required to effect more than two a total of four registrations pursuant to this Section 3.1(a3(a) in any period (including a Shelf Registration effected pursuant to Section 3(b)), (B) if the intended method of twelve consecutive calendar months. The distribution is an underwritten Public Offering, the Company shall not be entitled required to elect to register securities for its own account in connection with the offering of Registrable Securities effect such registration pursuant to this Section 3.1(a3(a) unless such underwriting shall be conducted on a “firm commitment” basis, (C) if the Company shall have previously effected a registration pursuant to this Section 3(a) (including one registration effected pursuant to Section 3(b)) or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 4 hereof, the Company shall not be required to effect any registration or file a Registration Statement pursuant to this Section 3(a) until a period of 180 days shall have elapsed from the date on which the previous such registration ceased to be effective, (D) any Holder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 3(a), subject by written notice to the Company, may withdraw such request and, on receipt of such notice of the withdrawal of such request from Holders holding a percentage of Registrable Common Stock, such that the Holders that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Registrable Common Stock to initiate a request under this Section 3(a), the Company shall not effect such registration, (iE) the managing underwriter Company shall not be required to effect any registration pursuant to this Section 3(a) unless at least 15% of the shares of Registrable Common Stock outstanding at the time of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could request are to be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities included in such offeringregistration, and (F) Warrant Stock Holders shall not be entitled to participate in more than a total of two registrations pursuant to Section 3(a) (including a Shelf Registration effected pursuant to Section 3(b)).

Request. At If the Company shall receive from a class of Initiating Holders at any timetime or times not earlier than the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of a public offering involving an underwriting with aggregate proceeds (before deduction of any underwriting discounts and commissions) in excess of $50,000,000 (a “Qualified Public Offering”), upon the a written request of one or more Initiating Holders requesting that the Company effect the any registration under the Securities Act of with respect to all or a part of such Initiating Holders’ class of the Senior Registrable Securities having reasonably anticipated aggregate proceeds which (after deduction for underwriter’s discounts and specifying expenses related to the intended method of disposition thereofissuance) exceed $30,000,000, the Company will promptly will: (i) promptly, and in any event within twenty (20) days of the receipt of such request, give written notice of such requested the proposed registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreementother Holders; and (ii) as soon as practicable, use commercially reasonable its best efforts to effect the such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act Act) and as would permit or facilitate the sale and distribution of all or such portion of such Senior Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities which of any Holder or Holders joining in such request as are specified in a written request received by the Company has been so within thirty (30) days after such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to register by such Initiating Holders for disposition (not to exceed, in the case of be an underwritten offering, offering and if the underwriters have not limited the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoingunderwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2: (A) In any particular jurisdiction in which the Company would be required to effect more than execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) With respect to a particular class of Initiating Holders, after the Company has initiated two such registrations pursuant to this Section 3.1(a1.2(a) for such class of Initiating Holders (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders for any reason (other than an adverse change in the circumstances regarding the Company) as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof); (C) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective provided that the Company shall not defer its obligations in this Section 1.2 more than once in any period twelve (12) month period; or (D) If the Initiating Holders propose to dispose of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering shares of Senior Registrable Securities which may be immediately registered on Form S-3 pursuant to this a request made under Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offering1.5 hereof.

Request. At any timetime or from time to time after the Registration Rights Effective Date, subject to Section 2.6 and Section 3, upon the written request of one or more Initiating Holders requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities and specifying the number of Registrable Securities sought to be registered and the intended method of disposition thereofthereof and the delivery by such Initiating Holders of an opinion of counsel that registration under the Securities Act is required to effectuate the disposition of such securities, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities. After delivery of such notice, and thereupon the Company will, subject to the terms of this Agreement, use commercially reasonable efforts to effect the registration under the Securities Act of of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 15 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all other securities of the Company which the Company or other holders of the Company's securities having registration rights may elect to register in connection with the offering of Registrable Securities pursuant to this Section 2.1 (provided that the Company shall send reasonably prompt notice to the Initiating Holders identifying such other holders having registration rights and the amount of securities that such other holders intend to register in connection with the offering of Registrable Securities), all to the extent necessary required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional securities of the Company, if any, so to be registered. Notwithstanding the foregoing, ; provided that the Company shall not be required to effect more than two registrations any registration pursuant to this Section 3.1(a2.1 (x) in on more than four separate occasions (which shall exclude any period registered offering required by Parent pursuant to Section 5.6 of twelve consecutive calendar months. The Company shall be entitled the Purchase Agreement) and (y) unless the holders have requested to elect to register securities for its own account in connection with the offering sell at least two million shares of Common Stock (or other Registrable Securities that were issued in respect of at least two million shares of Common Stock or that have a fair market value (based upon the closing price of such Registrable Securities quoted on the securities exchange on which such Registrable Securities are listed on the trading day immediately preceding any request pursuant to this Section 3.1(a2.1) of at least $200 million), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offering.

Request. At any timetime or from time to time after the date that is ten (10) months from the Closing Date, subject to Section 2.6, Section 4 and the terms of the Stock Transfer Agreement, upon the written request of one or more Initiating Holders requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities and specifying the intended method of disposition thereofthereof and the delivery by such Initiating Holders of an opinion of counsel that registration under the Securities Act is required to effectuate the disposition of such securities (provided that no such opinion will be required in the case of a written request delivered prior to the first anniversary of the Closing Date), the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities. After delivery of such notice, and thereupon the Company will, subject to the terms of this Agreement, use its commercially reasonable best efforts to effect the registration under the Securities Act of of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 15 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all other securities of the Company which the Company or other holders of the Company's securities having registration rights may elect to register in connection with the offering of Registrable Securities pursuant to this Section 2.1 (provided that the Company shall send reasonably prompt notice to the Initiating Holders identifying such other holders having registration rights and the amount of securities that such other holders intend to register in connection with the offering of Registrable Securities), all to the extent necessary required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional securities of the Company, if any so to be registered. Notwithstanding the foregoing, ; provided that the Company shall not be required to effect more than two registrations any registration pursuant to this Section 3.1(a2.1 (x) in any period of twelve consecutive calendar months. The Company shall be entitled on more than two separate occasions and (y) unless the holders have requested to elect to register securities for its own account in connection with the offering sell at least 500,000 shares of Registrable Securities or shares of Registrable Securities to be sold have a fair market value (based upon the closing price of such Registrable Securities quoted on the securities exchange on which such Registrable Securities are listed on the trading day immediately preceding any request pursuant to this Section 3.1(a), subject to (i2.1) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringat least $50 million.

Request. At any timetime after the date hereof, upon the written Trust Preferred Purchaser or any other Holder of Trust Registrable Securities or group of Holders, in each case, holding in excess of 10% of the aggregate principal amount of the Trust Preferred Securities then outstanding (provided that no Transferee of the Trust Preferred Purchaser or any of its Affiliates or of any Transferee shall be permitted to request of one a registration pursuant to this Section 5.1 unless the right to make such a request was transferred to such Transferee pursuant to Section 3.1(b)(ii)), individually or more Initiating Holders requesting collectively, as the case may be (the “Trust Demand Party”), may request in writing that the Company and the Trust effect the registration under the Securities Act of all or part of such Initiating Holders’ Trust Demand Party’s Trust Registrable Securities. Any such request will specify (i) the number of Trust Registrable Securities proposed to be sold and specifying (ii) the intended method of disposition thereof. Subject to the other provisions of this Section 5.1, the Trust shall, and the Company will shall cause the Trust to, promptly give written notice of such requested registration to all registered holders other Holders of Trust Registrable Securities, and thereupon the Company will, subject to the terms of this Agreementas expeditiously as possible, use its commercially reasonable efforts to effect the registration under the Securities Act of of: (i) the Trust Registrable Securities which the Company has and the Trust have been so requested to register by such Initiating Holders for disposition the Trust Demand Party; and (not to exceed, in the case of an underwritten offering, the number of ii) all other Trust Registrable Securities that of the managing underwriter shall advise same class(es) or series as are to be registered at the request of a Trust Demand Party and which the Trust has been requested to register by any other Holder of Trust Registrable Securities by written request given to the Company in writing and the Trust within thirty (with a copy to each holder of Registrable Securities requesting registration30) may be distributed, in its belief, without interfering with days after the successful marketing giving of such securities written notice by the Trust (such writing to state which request shall specify the basis of such belief)) in accordance with the amount and intended method of disposition stated in of such request Trust Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended methods method thereof as aforesaid) of the Trust Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offering.

Request. At any timetime or from time to time after the 180th day following the date of the closing (the "Offering Closing Date") of the initial public offering (the "Offering") of the Common Stock until the fourth anniversary of the Offering Closing Date, upon the written request of one or more Initiating Holders requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, use commercially reasonable efforts to effect the registration under the Securities Act of of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request; and (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all securities which the Company may elect to register in connection with the offering of Registrable Securities pursuant to this Section 2.1, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional securities, if any, so to be registered, PROVIDED that the Company shall not be required to effect any registration of Registrable Securities pursuant to this Section 2.1 unless the aggregate value of the Registrable Securities requested to be registered by the Initiating Holders is equal to or greater than $10 million. Once the Company is eligible to register securities on Form S-3 under the Securities Act (or any successor or similar form then in effect), the Company shall, at the request of the Initiating Holders, use its reasonable efforts to file and cause to be effective, if available, a registration statement on Form S-3 (a "Shelf Registration Statement") for an offering of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration") and shall use its reasonable efforts to keep the Shelf Registration Statement effective and usable for the resale of Registrable Securities until the earlier of (i) the date on which all Registrable Securities so registered have been sold pursuant to the Shelf Registration Statement or (ii) the 180th day following the date on which the Shelf Registration Statement is initially declared effective by the Commission. Notwithstanding the foregoing, the Company shall not be required to effect (i) more than two one registration pursuant to this Section 2.1(a) prior to the first anniversary of the Offering Closing Date, (ii) more than three registrations pursuant to this Section 3.1(a2.1(a), or (iii) more than one registration pursuant to this Section 2.1(a) in any period of twelve nine consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offering.

Request. At any timetime or from time to time on the earlier of (x) ------- December 21, 1995 or (y) the occurrence of an Initial Public Offering, upon the written request of one or more Initiating Holders Holders, requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, will use commercially reasonable its best efforts to effect the registration under the Securities Act of of (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request, and (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), and (iii) subject to the priority provisions of section 9.1(f), all shares of Common Stock which the Company may elect to register in connection with the offering of Registrable Securities pursuant to this Section 9.1; and (iv) subject to the priority provisions of section 9.1(f), shares of Common Stock held by other Persons having registration rights. all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any so to be registered. Notwithstanding , provided that the foregoing, provisions of this section 9.1(a) shall not require the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar monthsRegistrable Securities. The Company shall registration rights granted in this Agreement are intended to be entitled to elect to register securities for its own account in connection coincident with the offering of Registrable Securities pursuant registration rights granted to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf holders of the Company will not result in a Warrants. In no event, however, shall the total number of securities being offered which exceeds the number of securities registrations which the managing underwriter believes could be sold in Company is required to effect on request hereunder and under the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringWarrants exceed two.

Request. At any timetime prior to the second anniversary of the Closing Date, upon the written request of one or more Initiating Holders Holders, requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities Securities, and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, use commercially reasonable efforts to effect the registration under the Securities Act of of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request unless, an underwritten offering is requested, the Company is unable, after good faith efforts, to engage a nationally recognized investment bank to act as underwriter for such offering; (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 15 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the Company or other holders of the Company's Common Stock having registration rights may elect to register in connection with the offering of Registrable Securities pursuant to this Section 2.1, all to the extent necessary required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any so to be registered. Notwithstanding the foregoing; provided, that the Company shall not be required to effect more than two registrations any registration requested by Initiating Holders pursuant to this Section 3.1(a2.1 (x) in any period on more than one occasion (y) if the Registrable Securities requested to be registered are eligible for resale pursuant to Rule 144 under the Securities Act and (z) unless the Holders have requested the sale of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering shares of Registrable Securities that have a fair market value (based upon the closing price of such Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this Section 3.1(a), subject to (i2.1) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringat least $1,000,000.

Request. At any timeSubject to the limitations provided herein, at the earlier of (i) June 30, 2002 and (ii) 180 days after the date on which the Company completes an underwritten public offering of equity interests of the Company, upon the written request (specifying that it is being made pursuant to this Section 2. 1) of one or more Initiating Holders the Purchasers, requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ the Purchasers' Registrable Securities (but in any event not less than 50% of the Registrable Securities held by all of the Purchasers (calculated on a fully converted, fully exercised basis)), and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to the Purchasers to be received for such Registrable Securities, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, use commercially reasonable measurable efforts to effect the no more than one registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not the Purchasers. If the Company is required to exceed, effect a registration pursuant to this Section 2 and the Company furnishes to the Purchasers a certificate signed by the President of the Company stating that in the case good faith judgment of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise Board it would be seriously detrimental to the Company in writing (with a copy and its shareholders for such registration statement to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with filed on or before the successful marketing date such filing would otherwise be required hereunder and it is therefore necessary to defer the filing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoingregistration statement, the Company shall have the right, not be required to effect more than two registrations pursuant to this Section 3.1(a) once in any 12-month period, to defer such filing for a period of twelve consecutive calendar months. The not more than 120 days after receipt of the request for such registration from a Purchaser; provided that during such time the Company shall may not file a registration statement for securities to be entitled to elect to register securities issued and sold for its own account in connection with or that of anyone other than the offering of Purchasers other than on Form X-0, X-0 or any successor similar forms or any other form not available for registering the Registrable Securities pursuant for sale to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringpublic.

Request. At any time, upon time subsequent to the written Company’s Qualifying Public Offering of Common Stock (i) Senior Preferred Investors holding a majority (by number of shares) of the Senior Registrable Securities shall have the right to request of one or more Initiating Holders requesting in writing that the Company effect the an underwritten registration under the Securities Act (a “Demand Registration”) of all or part of such Initiating Holdersholders’ Senior Registrable Securities and specifying (ii) Initial Investors holding at least 35% (by number of shares) of the Initial Registrable Securities shall have the right to request in writing that the Company effect a Demand Registration of all or part of such holders’ Initial Registrable Securities; provided, however, that (x) the Company shall not be obligated to effect more than two Demand Registrations requested by the Senior Preferred Investors or more than two Demand Registrations requested by the Initial Investors under this Section 1.1(a) (other than a short-form registration on Form S-0, Xxxx X-0 or any similar short-form registration (“Short-Form Registrations”)) and the Company need not effect a Demand Registration pursuant to this Section 1.1(a) (other than a Short-Form Registration) unless the anticipated aggregate offering price in such registration is $10,000,000 or more and (y) the Company shall not be obligated to effect more than four Short-Form Registrations requested by the Senior Preferred Investors or more than four Short-Form Registrations requested by the Initial Investors under this Section 1.1(a) and the Company need not effect a demand Short-Form Registration pursuant to this Section 1.1(a) unless the anticipated aggregate offering price in such registration is $3,000,000 or more. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of disposition thereof, the of such Registrable Securities). The Company will promptly give written notice of such requested registration to all registered other holders of Registrable Securities, which holders shall be entitled to include their Registrable Securities in such registration subject to Section 1.1(b) and thereupon Section 1.1(g). Thereupon the Company willCompany, subject to the terms of this AgreementSection 1.1(g), will use commercially its reasonable best efforts to effect the registration under the Securities Act of of: (i) the Registrable Securities which the Company has been so requested to register by the Investors requesting such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and Demand Registration; and (ii) subject to the inclusion terms hereof, all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within 30 days after the giving of such securities on behalf of written notice by the Company not entitling any other Person to include securities in such offeringCompany.

Request. At any time or from time to time, upon a Holder or Holders holding Registrable Securities, shall have the written request of one or more Initiating Holders requesting that right to require the Company to effect the registration under the Securities Act of all or part of such Initiating Holders’ their respective Registrable Securities, by delivering a written request (a "Holder Request") therefor to the Company specifying the number of shares of Registrable Securities and specifying the intended method of disposition thereofdistribution. The party or parties delivering a Holder Request shall be referred to as the "Initiating Holder." As promptly as practicable, but no later than ten days after receipt of a Holder Request, the Company will promptly shall give written notice of such requested registration the Holder Request to all registered holders Holders (the "Demand Exercise Notice"). The Company shall as expeditiously as possible (but in any event within 120 days of Registrable Securities, and thereupon the Company will, subject to the terms receipt of this Agreement, a Holder Request) use commercially reasonable its best efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Initiating Holder and any other Holders which have made a written request to the Company for inclusion in such Initiating Holders for disposition registration (not to exceed, in which request shall specify the case of an underwritten offering, the maximum number of Registrable Securities that intended to be disposed of by such Holder) within 30 days after the managing underwriter shall advise receipt of the Demand Exercise Notice (or, 15 days if, at the request of the Initiating Holder participating in such registration, the Company states in writing such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3 under the Securities Act). The Company shall (with a copy i) use its best efforts to each holder effect the registration of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) for distribution in accordance with the intended method of disposition stated in such request to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result distribution set forth in a number of securities being offered which exceeds written request delivered by the number of securities which the managing underwriter believes could be sold in the offering Majority Participating Holders, and (ii) if requested by the inclusion of such securities on behalf Majority Participating Holders, obtain acceleration of the Company not entitling any other Person effective date of the registration statement relating to include securities in such offeringregistration.

Request. At any timeUpon the terms and subject to the conditions of this Agreement, upon the written request of one or more Initiating the Holders of a majority in interest of the Registrable Securities of a Class of Registrable Securities (the "Requesting Holders") requesting that the Company effect the registration under the Securities Act of all or part a specified number of such Initiating Holders’ Registrable Securities and specifying (such specified number of such Registrable Securities, the "Requested Securities") (which request shall also specify the intended method or methods of disposition thereof), the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, shall use commercially reasonable its best efforts to effect the registration under the Securities Act of the Registrable Requested Securities which requested by the Company has been so requested to register by such Initiating Requesting Holders for disposition (not according to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method or methods of disposition stated in such request specified by the Requesting Holders (including a shelf registration) to the extent necessary required or deemed appropriate by the Requesting Holders to permit the disposition (in accordance with according to the intended method or methods thereof as aforesaidspecified by the Requesting Holders) of the Requested Securities. Notwithstanding anything in this Section 3.1 to the contrary, the Company's obligations to effect any registration pursuant to this Section 3.1 shall be subject to the following conditions: (i) With respect to the registration of the Registrable Securities so referred to in clause (i) of the definition of Class of Registrable Securities: (A) the request for such registration may not be registered. Notwithstanding submitted (x) prior to the foregoing270th day following the date of this Agreement or (y) after the Class B Effectiveness, and the Company shall not be required to effect such registration after the Class B Effectiveness, and (B) the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter Long-Form Registrations of such offering advising the Initiating Holder in writing thatRegistrable Securities, in its opinion, the inclusion of such securities it being understood that there is no limit on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion Short-Form Registrations of such securities on behalf of the Company not entitling any other Person to include securities in such offering.Registrable Securities

Request. At any timetime and from time to time (i) after the expiration (in accordance with Section 2(a) above) or cessation of effectiveness of the initial Shelf Registration Table of Contents Statement, upon if any, filed by the Company pursuant to Section 2(a) hereof (the “Initial Shelf”) or (ii) at any time if the Initial Shelf has not been filed and, in each case, prior to the termination of the Company’s obligations hereunder pursuant to and in accordance with the terms of Section 19 hereof, one (1) or more Holders (the “Initiating Holders”) may make a written request of one or more (the “Initiating Holders requesting that Request”) to the Company effect for the registration with the SEC under the Securities Act (on Form S-3, or, if Form S-3 is not then available to the Company, Form S-1 or any other applicable form) of all or part of such Initiating Holders’ Registrable Securities Common Stock; provided, however, that such request shall be made by one (1) or more Holders, together with their Affiliates, beneficially owning at least fifteen percent (15%) of the then outstanding shares of Registrable Common Stock (provided that subsequent Initiating Requests pursuant to this Section 3(a) shall be made by one (1) or more Holders, together with their Affiliates, beneficially owning at least fifteen percent (15%) of the then outstanding shares of Registrable Common Stock), which request, in each case in this Section 3(a), shall specify the number of shares of Registrable Common Stock to be disposed of by such Holders and specifying the intended method proposed plan of disposition thereofdistribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this Section 3(a), the Company will promptly give written notice shall notify in writing all other Holders of the receipt of such requested registration to all registered holders of Registrable Securities, request and thereupon the Company will, subject to the terms of this Agreement, will use commercially reasonable efforts to effect effect, at the earliest practicable date, such registration under the Securities Act of Act, including a Shelf Registration, if applicable, of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holders for disposition Holder or Holders, and (not to exceed, in the case of an underwritten offering, the number of ii) all other Registrable Securities that the managing underwriter shall advise Common Stock which the Company in writing has been requested to register by any other Holders by written request given to the Company within twenty (with a copy 20) days after the giving of written notice by the Company to each holder such other Holders of Registrable Securities requesting registrationthe Initiating Request (or ten (10) may be distributed, in its belief, without interfering with days if the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated Company states in such request written notice or gives telephonic notice to the relevant Holders, with written confirmation to follow promptly thereafter, stating that (1) such registration will be on Form S-3 (or, if Form S-3 is not then available to the Company, Form S-1 or any other applicable form) and (2) such shorter period of time is required because of a planned filing date), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 3(c) hereof) of the Registrable Securities so Common Stock to be so registered. Notwithstanding the foregoing; provided, that, (A) the Company shall not be required to effect more than two a total of an aggregate of three (3) registrations pursuant to this Section 3.1(a3(a) in any period for all Holders, (B) if the intended method of twelve consecutive calendar months. The distribution is an underwritten Public Offering, the Company shall not be entitled required to elect to register securities for its own account in connection with the offering of Registrable Securities effect such registration pursuant to this Section 3.1(a3(a) unless such underwriting shall be conducted on a “firm commitment” basis, (C) if the Company shall have previously effected a registration pursuant to Section 2 or this Section 3(a), subject the Company shall not be required to effect any registration pursuant to this Section 3(a) until a period of one hundred Table of Contents eighty (i180) days shall have elapsed from the date on which the previous such registration ceased to be effective, (D) any Holder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 3(a), by written notice to the Company, may withdraw such request, and the Company shall not effect such registration in the event that the Holders that have not elected to withdraw beneficially own, in the aggregate, less than the percentage of the shares of Registrable Common Stock required to initiate a request under this Section 3(a) (provided that if such registration is not effected for such reason, it shall still count as one of the three registrations under clause (A) above unless the withdrawing Holders reimburse the Company for all Expenses incurred), (E) the managing underwriter Company shall not be required to effect any registration to be effected pursuant to this Section 3(a) unless at least fifteen percent (15%) of the shares of Registrable Common Stock outstanding at the time of such offering advising request are to be included in such registration, and (F) a Shelf Registration effected under this Section 3(a) shall comply with the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold procedures set forth in the offering and (ii) the inclusion second paragraph of such securities on behalf of the Company not entitling any other Person to include securities in such offeringSection 2(a).