Common use of Requested Registrations Clause in Contracts

Requested Registrations. (a) If after the earlier of (i) the fourth anniversary of the date hereof and (ii) the consummation of a public offering by the Company, the Company shall receive from one or more Initial Holders a written request that the Company effect the registration of Registrable Securities representing at least twenty five percent (25%) of the Registrable Securities then outstanding or issuable and the reasonably anticipated aggregate price to the public of the Registrable Securities to be included in such registration would exceed $5 million, in connection with a firm commitment underwriting financed by a nationally recognized underwriter, the Company shall: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities in such registration according to the number of Registrable Securities each such Holder requested to be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent of the Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it shall have been declared effective. (iii) the Holders of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a).

Requested Registrations. (a) If on any two occasions after the earlier of (i) the fourth anniversary of the date hereof and (ii) the consummation of a public offering by the Companyhereof, the Company shall receive from one or more Initial Initiating Holders a written request (on behalf of such Initiating Holders and their respective affiliates) that the Company effect the registration of Registrable Securities representing at least twenty twenty-five percent (25%) of the Registrable Securities then outstanding or issuable and (or any lesser percentage if the reasonably anticipated aggregate price to the public of the Registrable Securities to be included in such registration would exceed $5 million), in connection with a firm commitment underwriting financed managed by a nationally recognized underwriter, the Company shallwill: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best all commercially reasonable efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty twenty (3020) days after the receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders Holders, including the Initiating Holders, who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested -------- inclusion of Registrable Securities in such registration according to the number of Registrable Securities each such Holder requested to be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent of the Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it shall have been declared effective. (iii) the Holders of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a).

Requested Registrations. At any time, and from time to time upon the written request of Siena or a majority-in-interest of the Holders, the Company effects the registration under the Securities Act of all or part of such Registrable Securities and specifying the number of Registrable Securities to be registered and the intended method of disposition thereof (aa "REQUESTED REGISTRATION"), the Company will use its best efforts to affect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Holder(s), and all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) If after of the earlier Registrable Securities so to be registered. Neither the Company nor any of its securityholders shall have the right to include any of the Company's securities (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless: (i) the fourth anniversary such securities are of the date hereof same class as the Registrable Securities and (ii) if such Requested Registration is an underwritten offering, the consummation of a public offering by Company or such securityholders, as applicable, agree in writing to sell their securities on the Companysame terms and conditions as apply to the Registrable Securities being sold. Notwithstanding anything herein to the contrary, the Company shall receive from one or more Initial Holders not be required to honor a written request that for a Requested Registration if: (a) the Company effect has previously affected one effective Requested Registration; (b) the registration of Registrable Securities representing to be so registered do not constitute at least twenty five percent (255%) of the total number of Registrable Securities then outstanding or issuable and the reasonably anticipated aggregate price to the public upon exercise or conversion of the Registrable Securities to be included in warrants; or (c) such request is received by the Company (i) less than ninety (90) days following the effective date of any previous registration would exceed $5 million, statement filed in connection with a firm commitment underwriting financed by a nationally recognized underwriter, the Company shall: (i) promptly give written notice of the proposed registration to all other Holders; and Requested Registration or (ii) as soon as practicable, use its best efforts to effect such registration as may be so requested and as would permit or facilitate less than forty-five (45) days following the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities effective date of any previous registration statement filed in connection with a Piggyback Registration, regardless of whether any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities in such registration according exercised its rights under this Agreement with respect to the number of Registrable Securities each such Holder requested to be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent of the Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it shall have been declared effective. (iii) the Holders of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a).

Requested Registrations. (a) If after the earlier of (i) the fourth anniversary of the date In any case where a registration is to be effected pursuant to Subsection 3.1 hereof and (ii) the consummation of a public offering by the Company, the Company shall receive from one or more Initial Holders a written request that the Company effect the registration of Registrable Securities representing at least twenty five percent (25%) all of the Registrable Securities then outstanding and Other Shares (including shares of Common Stock issued or issuable and the reasonably anticipated aggregate price to the public upon conversion of shares of any currently unissued Series of Preferred Stock of the Registrable Securities Company) requested to be included in such a registration would exceed $5 million, in connection with on behalf of Eligible Holders or Other Stockholders cannot be so included as a firm commitment underwriting financed by a nationally recognized underwriter, result of limitations on the Company shall: (i) promptly give written notice aggregate number of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration as shares of Registrable Securities and Other Shares that may be so requested and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such requestincluded, together with such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on then the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities and Other Shares that may be so included shall be allocated among the Eligible Holders and Other Stockholders requesting inclusion of shares as follows: (A) First, (i) if Eligible Holders of Common Stock issued or issuable upon conversion of Senior Preferred Stock shall have initiated the registration, then Eligible Holders of Common Stock issued and issuable upon conversion of the Senior Preferred Stock shall be entitled to participate in such the registration according to pro rata on the basis of the number of Registrable Securities which each such Holder shall have requested to be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent registered, and then Eligible Holders of Common Stock issued and issuable upon conversion of the Holders holding a majority Junior Preferred Stock shall be entitled to participate in the registration pro rata on the basis of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it which each such Holder shall have been declared effective.requested be registered; or (ii) if Eligible Holders of Common Stock issued or issuable upon conversion of Junior Preferred Stock shall have initiated the registration, then Eligible Holders of Common Stock issued and issuable upon conversion of the Junior Preferred Stock shall be entitled to participate in the registration pro rata on the basis of the number of Registrable Securities which each such Holder shall have requested be registered, and then Eligible Holders of Common Stock issued and issuable upon conversion of the Senior Preferred Stock shall be entitled to participate in the registration pro rata on the basis of the number of Registrable Securities which each such Holder shall have requested be registered; (iiiB) the Holders of the Purchased Shares Second, all such Other Stockholders and the Conversion Shares other such Eligible Holders shall have be entitled to participate in the right registration in accordance with the relative priorities, if any, as shall exist among them; and (C) Third, the Company shall be entitled to demand registration twice under this Section 7.2(a)participate in the registration.

Requested Registrations. (a) If At any time after the earlier of (i) the fourth anniversary end of the date hereof ----------------------- Research Phase as defined in the Development and (ii) License Agreement, and subject to the consummation of a public offering by conditions herein set forth, Shire shall have the Company, the Company shall receive from one or more Initial Holders a written request that the Company right to require Cortex to effect the registration of Registrable Shares on a registration statement under the Securities representing Act by giving Cortex written notice requesting such registration and specifying the number of Shares proposed to be sold and the proposed plan for distribution of such Shares; provided, however, that such request shall cover at least twenty five percent [*] Shares (25%) of including any shares acquired by Shire under the Registrable Securities then outstanding or issuable and the reasonably anticipated aggregate price Prior Stock Purchase Agreement). Shire shall be entitled to the public of the Registrable Securities to be included one requested registration on an appropriate registration form for a registered offer (including in such limitation, any registration would exceed $5 millionrequested under the Prior Stock Purchase Agreement). If and whenever Cortex shall be required by the provisions of this Section 3.1.1 to effect the registration of any Shares hereunder, in connection with a firm commitment underwriting financed by a nationally recognized underwriterCortex will, the Company shallas expeditiously as possible: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, 3.1.1.1 use its best efforts to prepare and file a registration statement, giving effect to the plan of distribution of the Shares proposed to be sold, and use its best efforts to cause such registration statement to become effective in order that Shire may sell its Shares in accordance with the proposed plan of distribution; * CONFIDENTIAL PROVISIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION 3.1.1.2 prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be so requested necessary to keep such registration statement effective and advise Shire promptly of any proposal to amend or supplement the registration statement and to comply with the provisions of the Securities Act with respect to the offer of the Shares covered by such registration statement during the period required for distribution of the Shares, which period shall not be in excess of nine (9) months from the effective date of such registration statement; 3.1.1.3 furnish Shire such number of copies of such prospectus as would permit or it may reasonably request in order to facilitate the sale of the Shares; 3.1.1.4 file documents required of Cortex for blue sky clearance in states specified in writing by Shire; provided, however, that Cortex shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is now not so qualified or has not so consented; and 3.1.1.5 use it best efforts to prevent the issuance of any stop order with respect to any registration statement and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment; 3.1.1.6 file all documents required to be filed with the Commission pursuant to the Exchange Act; 3.1.1.7 have the Shares listed on the NASDAQ OTC Bulletin Board, or such other exchange as the Common Stock may then be listed on; 3.1.1.8 bear all expenses in connection with the procedures set forth in paragraphs (a) through (d) of this Section 6.1 and distribution the registration of the Shares pursuant to the registration statement, other than fees and expenses, if any, of counsel or other advisors to Shire. If at the time of any request to register Shares pursuant to this Section 6.1 Cortex is engaged or has fixed plans to engage within 60 days of the date of receipt of the request in a registered public offering, or is engaged in any other activity which, in the good faith determination of Cortex's Board of Directors, would be adversely affected by the demand registration, then Cortex may at its option direct that such request be delayed for a period not in excess of 90 days from the closing of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities in such registration according to the number of Registrable Securities each such Holder requested to be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent of the Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit date of Cortex's Board of Directors' determination, as the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it shall have been declared effectivecase may be. (iii) the Holders of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a).

Requested Registrations. (a) If at any time after the earlier of (i) the fourth anniversary of the date hereof and (ii) the consummation of a public offering by the CompanyDecember 31, 1997 the Company shall receive from one or more Initial Initiating Holders a written request that the Company effect the registration of Registrable Securities representing at least twenty twenty-five percent (25%) of the Registrable Securities then outstanding held by or issuable and to all the Investors (or any lesser percentage if the reasonably anticipated aggregate price to the public of the Registrable Securities to be included in such registration would exceed $5 million$ 10,000,000), in connection with a firm commitment underwriting financed by a nationally recognized underwriterunderwriting, the Company shallwill: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best all commercially reasonable efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed imposed, subject to the immediately following sentence, pro rata among such Holders who requested inclusion of Registrable Securities in such registration according to the number of Registrable Securities each then held by such Holder requested to be included in such registrationHolders. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 2(a) without the consent of the Initiating Holders holding a majority of the Registrable Securities sought to be included in such registration by the Initiating Holders if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Initiating Holders or reduce the offering price thereof. The Investors may initiate two registrations pursuant to this Section 2(a). No registration initiated by the Initiating Holders hereunder shall count as a registration under this Section 7.2 2(a) unless and until it shall have been declared effectiveeffective (an "Effective Registration") and the Initiating Holders shall have sold all of the Registrable Securities included in such registration. (iiib) The underwriter of any underwriting requested under this Section 2 shall be selected by the Company; provided that such underwriter must be reasonably acceptable to the Holders of a majority of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a)Registrable Securities included therein.

Requested Registrations. (a) If on any three occasions on or after the earlier of (i) the fourth anniversary date of the date hereof and (ii) the consummation of a Company's initial public offering by the Companyor June 25, 2002, the Company shall receive from one or more Initial Initiating Holders a written request that the Company effect the registration of Registrable Securities Common Stock representing at least twenty five fifteen percent (2515%) of the Registrable Securities Common Stock then outstanding or issuable and (or any lesser percentage if the reasonably anticipated aggregate price to the public of the Registrable Securities Common Stock to be included in such registration would exceed $5 million), in connection with a firm commitment underwriting financed managed by a nationally recognized underwriter, the Company shallwill: (i) promptly give written notice of the proposed registration to all other HoldersStockholders; and (ii) as soon as practicable, use its best all commercially reasonable efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities Common Stock as are specified in such request, together with such portion of the Registrable Securities Common Stock of any Holder Stockholder or Holders Stockholders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders Stockholders who have requested inclusion of their Registrable Securities Common Stock in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata PRO RATA among such Holders Stockholders who requested inclusion of Registrable Securities Common Stock in such registration according to the number of Registrable Securities Common Stock owned by each of such Holder requested to be included in such registrationStockholders. Neither the Company nor any other shareholder person (excluding Stockholders) may include shares in a registration effected under this Section 7.2 2 without the consent of the Holders Stockholders holding a majority of the shares of Registrable Securities Common Stock sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would persons would, in the judgment of the managing underwriter, limit the number of shares of Registrable Securities Common Stock sought to be included by the Holders Stockholders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 2: (1) unless and until it shall have been declared effective, and (2) if such Initiating Holders fail to register and sell at least 67% of the Registrable Common Stock requested to be included in such registration by such Initiating Holders in their initial registration request relating to such registration. (b) Notwithstanding the provisions of subparagraph (a) of this Section 2, the Company shall not be obligated to take any action to effect any registration pursuant thereto: (i) Within the 120-day period immediately following the effective date of the registration statement pertaining to the first underwritten public offering of securities of the Company for its own account (other than a registration relating solely to a transaction under Rule 145 under the Act or a registration relating solely to employee benefit plans); (ii) After the Company has effected three registrations pursuant to this Section 2, and such registrations have been declared or ordered effective and have not been withdrawn or suspended during the first 90 days after such registrations have been declared or ordered effective; or (iii) If at the Holders time of the Purchased Shares and request, the Conversion Shares shall have Initiating Holders could sell all of the right Registrable Common Stock requested to demand registration twice be registered under this Section 7.2(a)Rule 144 without restrictions.

Requested Registrations. (a) If at any time after the earlier of (i) six (6) months after the fourth anniversary date of the date hereof and (ii) the consummation of a initial public offering by the CompanyCompany of its Common Stock or (ii) September 30, 2002, the Company shall receive from one or more Initial Holders Investors a written request that the Company effect the registration of Registrable Securities representing at least twenty five percent (25%) of the Registrable Securities then outstanding or issuable and the reasonably anticipated aggregate price to the public of the Registrable Securities to be included in such registration would exceed $5 million, in connection with a firm commitment underwriting financed by a nationally recognized underwriter, the Company shallwill: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best all commercially reasonable efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty twenty (3020) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation or cut-back shall be imposed as follows: (i) shares of the Non-Investor Shareholders who requested inclusion of Registrable Securities in such registration pursuant to Section 3 hereof shall be excluded, pro rata among on the basis of the shares requested to be included by each until such time as the Investors have received aggregate proceeds from prior sales of their Registrable Securities and any sales proposed hereunder equal to $30,000,000; and (ii) shares of all Holders who requested inclusion of Registrable Securities in such registration according to shall be excluded, pro rata on the number basis of Registrable Securities each such Holder the shares requested to be included by each. The Company shall not be obligated to effect, or take action to effect, any such registration pursuant to this Section 2(a): (A) If the Board of Directors of the Company determines in good faith, after consultation with and acting upon the advice of outside counsel, which advice and dependence thereon shall be recorded in the minutes of the Board, and the Chief Executive Officer execute an officer's certificate to such effect, that (I) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization, or other material transaction by or of the Company or concerning pending or threatened litigation and (II) disclosure of such information would jeopardize any such transaction or litigation and would be seriously detrimental to the Company provided, however, that no single black-out period will be longer than ninety (90) calendar days; provided, further, however, that no black-out period may be imposed by the Company during the first thirty (30) calendar days after the effectiveness of the registration statement filed pursuant to this Section 2, and, provided, further, that the Company shall only declare one black-out period in any twelve (12) consecutive month period. The period of effectiveness of any registration statement in effect at the time of a black-out period and the termination period under shall be extended for a period equal to the black-out period; (B) If the Company has effected a registration less than 180 days prior to the effective date of the registration to be effected pursuant to this Section 2(a) or if the Company has commenced preparation of a registration statement and has notified the Holders in writing that it intends to file such registration statement within thirty (30) days of such notification; provided that, in the event the Company fails to file such registration statement within such thirty (30) day period or such shorter period as may be specified in such notice, the Company shall be required to effect the registration requested by the Holders as soon as is practicable thereafter, but in no extent less that thirty (30) days thereafter, provided, further, that the Company may not fail to file a registration statement pursuant to this Subsection (B) for a period of more than 180 days in any consecutive twelve (12) month period; (C) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (D) After the Company has effected two (2) such registrations on behalf of the Investors (an "Investor Registration") pursuant to this Section 2(a) and, such registrations have been declared or ordered effective and the sales of such Registrable Securities shall have closed and the Investors shall have sold all of the Registrable Securities included by them in such registration. Neither , provided, that any registration proceeding commenced pursuant to this Section 2(a) that is subsequently, withdrawn at the Company nor request of a majority of the Investors shall count towards the Investor Registrations; or (E) If the Registrable Securities requested by one or more Holders to be registered pursuant to such request have an anticipated aggregate public offering price (before any other shareholder may include shares in a registration effected underwriting discounts and commissions) of less than $5,000,000. (b) The underwriter of any underwriting requested under this Section 7.2 without 2 shall be selected the consent of the Company, which underwriter must be reasonably acceptable to Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it shall have been declared effectivetherein. (iii) the Holders of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a).

Requested Registrations. (a) If after the earlier of (i) the fourth anniversary of the date hereof and (ii) the consummation of a public offering by the Company, the Company shall receive from one or more Initial Holders a written request that the Company effect the registration of Registrable Securities representing at least twenty five percent (25%) of the Registrable Securities then outstanding or issuable and the reasonably anticipated aggregate price Subject to the public terms and conditions of the Registrable Securities to be included in such registration would exceed $5 millionthis Agreement, in connection with a firm commitment underwriting financed by a nationally recognized underwriterorder to fund redemptions of ASLP Units and/or Holdings Notes and Class A Holdings Units, the Company shallas applicable: (i) promptly give written notice each of the proposed registration Principal Holders shall have the right, at any time after the six-month, but prior to the first, anniversary of the date hereof, to request that the Company register, issue and sell to the public such number of IDSs as is sufficient to permit ASLP to redeem from such Principal Holder all other Holdersor a portion of the ASLP Units held by such Principal Holder as provided herein, provided, however, that the Company’s obligation to honor any such request shall be subject to the prior satisfaction (or waiver by the relevant third party or parties) of the Exchange and Redemption Conditions set forth in Section 1.4; and (ii) each of the Principal Holders and each Holdings Unit Holder shall have the right, at certain times following the distribution by ASLP to its partners of Class A Holdings Units and Holdings Notes, to request that the Company register, issue and sell to the public such number of IDSs as soon is sufficient to permit Holdings to redeem from such Principal Holder or Holdings Unit Holder all or a portion of the Class A Holdings Units and Holdings Notes held by such holder as practicableprovided herein, provided, however, that the Company’s obligation to honor any such request shall be subject to the prior satisfaction (or waiver by the relevant third party or parties) of the Exchange and Redemption Conditions set forth in Section 1.4. Upon any such request (which shall set forth the number of ASLP Units or Class A Holdings Units and Holdings Notes, as the case may be, the holder thereof would like redeemed in accordance with Section 2.4), the Company will promptly notify, in the case of a registration request under clause (i) above, ASLP and Holdings and, in the case of a registration request under clause (ii) above, Holdings, of such request. Following receipt of a request for a registration hereunder, the Company will, subject to Sections 2.2 and Section 2.6, use its reasonable best efforts to satisfy (or cause to be waived by the relevant third party or parties) the Exchange and Redemption Conditions, including to effect such the prompt registration as may be so requested under the Securities Act and as would permit or facilitate sale to the sale and distribution public of such portion IDSs consisting of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities in such registration according Class A Common Stock at least equal to the IDS Share Number and IDS Notes in an aggregate face amount at least equal to the IDS Note Number; provided that, each IDS issued, registered and sold hereunder shall (x) consist of the same number of Registrable Securities shares of Class A Common Stock represented by each such Holder requested of the Company’s then outstanding IDSs; (y) consist of an IDS Note in a stated face amount equal to the stated principal amount of each other then outstanding IDS Note and (z) otherwise be included identical in such registrationform to each IDS then outstanding. Neither In no event will the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent of the Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it shall have been declared effectiveissue fractional IDSs hereunder. (iii) the Holders of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a).

Requested Registrations. At any time, and from time to time upon the written request of BWHI or a majority-in-interest of the Holders, the Company effects the registration under the Securities Act of all or part of such Registrable Securities and specifying the number of Registrable Securities to be registered and the intended method of disposition thereof (aa "REQUESTED REGISTRATION"), the Company will use its best efforts to affect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Holder(s), and all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) If after of the earlier Registrable Securities so to be registered. Neither the Company nor any of its securityholders shall have the right to include any of the Company's securities (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless: (i) the fourth anniversary such securities are of the date hereof same class as the Registrable Securities and (ii) if such Requested Registration is an underwritten offering, the consummation of a public offering by Company or such securityholders, as applicable, agree in writing to sell their securities on the Companysame terms and conditions as apply to the Registrable Securities being sold. Notwithstanding anything herein to the contrary, the Company shall receive from one or more Initial Holders not be required to honor a written request that for a Requested Registration if: (a) the Company effect has previously affected one effective Requested Registration; (b) the registration of Registrable Securities representing to be so registered do not constitute at least twenty five percent (255%) of the total number of Registrable Securities then outstanding or issuable and the reasonably anticipated aggregate price to the public upon exercise or conversion of the Registrable Securities to be included in warrants; or (c) such request is received by the Company (i) less than ninety (90) days following the effective date of any previous registration would exceed $5 million, statement filed in connection with a firm commitment underwriting financed by a nationally recognized underwriter, the Company shall: (i) promptly give written notice of the proposed registration to all other Holders; and Requested Registration or (ii) as soon as practicable, use its best efforts to effect such registration as may be so requested and as would permit or facilitate less than forty-five (45) days following the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities effective date of any previous registration statement filed in connection with a Piggyback Registration, regardless of whether any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities in such registration according exercised its rights under this Agreement with respect to the number of Registrable Securities each such Holder requested to be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent of the Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it shall have been declared effective. (iii) the Holders of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a).

Requested Registrations. (a) If any time and from time to time after the earlier of (i) the fourth anniversary of the date hereof and (ii) the consummation of a public offering by the Companyhereof, the Company shall receive from one or more Initial Initiating Holders a written request that the Company effect the registration of Registrable Securities representing at least twenty five fifteen percent (2515%) of the outstanding Registrable Securities then outstanding held by all the Holders (or issuable and any lesser percentage if the reasonably anticipated aggregate price to the public of the Registrable Securities to be included in such registration would exceed $5 million, 15,000,000) in connection with a firm commitment underwriting financed by a nationally recognized underwriterunderwriting, the Company shallwill: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of such portion of cause such Registrable Securities as are specified in such request, a written request (together with such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty ten (3010) days after receipt of such written notice from the Company) to be registered as soon as practicable so as to permit the sale thereof and in connection therewith prepare and file a registration statement on Form S-1 under the Securities Act (or on such other form as may be appropriate) to effect such registration and seek to have such registration statement become effective as promptly as practicable; provided, however, that such written requests shall (w) specify the number of Registrable Securities intended to be offered and sold, (x) express the present intention of the Holders to offer or cause the offering of such Registrable Securities for distribution, (y) describe the nature or method of the proposed offer and sale thereof, and (z) contain the undertaking of the Holders to provide all such information and materials and take all such action as may be reasonably required in order to permit the Company to comply with all applicable requirements of the Commission and to obtain any desired acceleration of the effective date of such registration statement. Upon any registration becoming effective pursuant to this Section 2(a), the Company shall use reasonable efforts to keep such registration statement current for a period of 90 days. The obligation of the Company to register any Registrable Securities on demand by the Holders shall continue only until the Company has effected two (2) demand registrations on behalf of the Investors and two (2) demand registrations on behalf of Holders other than the Investors pursuant to this Section 2(a). If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares Registrable Securities offered, such limitation shall be imposed pro rata PRO RATA among such Holders who requested inclusion of Registrable Securities in such registration according to the number of Registrable Securities each then held by such Holder requested Holders (b) Notwithstanding the other provisions of this Section 2, Holders other than Investors may not exercise the right to be included in such registration. Neither the Company nor any other shareholder may include shares in demand a registration effected under this Section 7.2 without 2 until at least twelve (12) months after the consent Company has consummated its first sale of equity securities pursuant to a registration statement filed under the Holders Act. (c) The underwriter of any underwriting requested under this Section 2 shall be selected by the Holders, as the case may be, holding a majority of the Registrable Securities sought included therein; provided that such underwriter must be reasonably acceptable to be included the Company with the Company specifying in such registration if writing the inclusion reasons for any rejection of shares an underwriter selected by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it shall have been declared effectiveHolders. (iii) the Holders of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a).

Requested Registrations. (a) a. If any former JDI Shareholder or Shareholders propose, on or after the earlier of (i) the fourth anniversary December 31, 2000 to offer for sale, sell or transfer any Restricted Stock pursuant to Section 5 of the date hereof Act, then they will give Acubid written notice to that effect specifying the number of shares proposed to be sold, the identity of the proposed underwriter and the plan for distribution of such shares. Such notice shall be delivered to Acubid together with a letter from counsel (iiwho shall be reasonably satisfactory to Acubid) for such former JDI Shareholders stating in substance that registration for such Restricted Stock under the consummation of a public offering Act is required. b. If and when Acubid shall be required by the Company, the Company shall receive from one or more Initial Holders a written request that the Company provisions of this Section 11.3 to effect the registration of Registrable Securities representing at least any Restricted Stock under the Act, Acubid will, as expeditiously as possible: i. Give written notice to all former JDI Shareholders, who were not a party to the aforementioned notice to Acubid requesting registration of shares, advising them of its intention to effect a proposed registration and to include in such proposed registration the shares of Restricted Stock which any such former JDI shareholder requests Acubid to register, provided such request is furnished to Acubid in writing within twenty five percent (25%20) days after the date of receipt of the Registrable Securities then outstanding aforesaid notice from Acubid. ii. Prepare and file a Registration Statement on Form S-1, or issuable and other form for the reasonably anticipated aggregate price general registration of securities as may be appropriate (giving effect to the public plan or distribution of the Registrable Securities restricted Stock proposed to be included in such registration would exceed $5 milliontransferred), in connection with a firm commitment underwriting financed by a nationally recognized underwriter, the Company shall: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and use its best efforts to effect cause such registration Registration Statement to become effective in order that the Sellers may sell their Restricted Stock in accordance with their proposed plan of distribution. iii. Prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be so requested necessary to keep such Registration Statement effective and to comply with the provisions of the Act with respect to the offer of the Restricted Stock covered by such Registration Statement during the period required by the Sellers for distribution of the Restricted Stock; and iv. Furnish to each Seller such number of copies of the Prospectus as would permit or such Seller may reasonably request in order to facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion transfer of the Registrable Securities Restricted Stock. c. The right of any Holder or Holders joining in such the former JDI Shareholders to have Restricted Stock registered under the Act pursuant to the provisions of this section 11 .3 shall be subject to the following limitations and conditions: i. If a request as are specified in a written request given for registration is made within thirty (30) days after receipt prior to or following the conclusion of Acubid's then current fiscal year, Acubid shall have the right to delay the filing of a. Registration Statement for a period of ninety (90) days, or for such written notice from a period in time until Acubid receives its audited financial statements for such fiscal year, whichever first occurs; ii. The Restricted Stock to be included by Sellers in a Registration Statement filed under the Companyprovisions of this section 11.3 must be sold in an underwritten offering. In the event that fifty (50%) percent or more of the Market Value (as determined in accordance with Section 11.2(b)) of the Acubid securities proposed to be included in any such Registration Statement shall be for the account of Acubid and any Shareholders of Acubid rather than former JDI Shareholders, then Acubid shall have the right to select the underwriter or underwriters to undertake the sale of the stock included in the Registration Statement. If more than fifty (50%) percent of the Market Value of the Acubid securities proposed to be included in any such Registration Statement shall be for the account of former JDI Shareholders, then Sellers shall have the right to select the underwriter managing or underwriters who are to undertake the offering advises sale and distribution of Restricted Stock to be included in a Registration Statement filed under the Holders provisions of this Section 11.3, subject to the prior approval thereof by Acubid, which approval will not be unreasonably withheld or delayed; iii. The former JDI Shareholders shall not be entitled to request more than one (1) Registration Statement under the provisions of this Section 11.3; provided, however, if more than fifty (50%) percent of the Market Value (as determined pursuant to Section 11.2(b)) of the Acubid securities included in any such Registration Statement shall be for the account of Acubid and any Shareholders of Acubid other than former JDI Shareholders, then such Registration Statement shall not constitute a Registration Statement requested by former JDI Shareholders for the purpose of this Section 11.3 but shall be deemed an incidental registration under Section 11.2; iv. Request for the Registration Statement required to be filed by Acubid pursuant to this Section 11.3 shall be made by former JDI Shareholders owning beneficially a minimum of 5,000,000 shares of Restricted Stock who have requested inclusion propose to register up to 17,500,000 shares of their Registrable Securities Restricted Stock in such registration Registration Statement; v. The shares of Restricted Stock referred to in this Section 11.3 shall be adjusted to reflect any changes in the capitalization of Acubid through reorganization, re-capitalization, stock split, stock dividend, combination of shares, merger, consolidation or otherwise; vi. Acubid shall have the right to include any Acubid securities in any Registration Statement filed by Acubid pursuant to this Section 11.3; provided, however, if the managing underwriter determines that marketing considerations require a limitation on the total number of Acubid securities proposed to be included in any such Registration Statement exceeds the Maximum Includable Underwritten Shares, then all of the Acubid securities proposed to he included in such Registration Statement by Acubid and by any other Stockholders of Acubid, shall he excluded from such Registration Statement before any shares to be offered by the Sellers shall be excluded; provided, further, if the managing underwriter determines that the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities in such registration according to the number of Registrable Securities each such Holder requested Acubid securities proposed to be included in such Registration Statement should be further reduced, then such reduction shall be pro rata based upon the number of shares of Acubid Common Stock which each Seller requested to have registered (unless the Sellers agree to a different allocation); vii. Acubid shall not be required to file a Registration Statement on behalf of any former JDI Shareholder pursuant to the provisions of this Section 11.3 within a period of six (6) months after the effective date of any Registration Statement filed by Acubid with respect to which Acubid complied with the incidental registration provisions of Section 11.2; provided, however, that Acubid shall have registered all of the shares of Restricted Stock with respect to which registration was requested by such former JDI Shareholder and such registration shall have remained effective for a period of not less than thirty (30) consecutive days (unless all such shares of Restricted Stock were previously sold pursuant to such registration); and viii. Neither the Company nor any other shareholder may include shares in a The right to require registration effected of Restricted Stock under this Section 7.2 without 11.3 shall terminate upon the consent expiration of five (5) years following the Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it shall have been declared effectiveClosing Date. (iii) the Holders of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a).

Requested Registrations. (a) If after Except with respect to the earlier of (i) the fourth anniversary of the date hereof and (ii) the consummation Supplemental ----------------------- Apollo Demand Registration, in any circumstances of a public offering by the Company, the Company shall receive from one or more Initial Holders a written request that the Company effect the requested registration of Registrable Securities representing at least twenty five percent (25%pursuant to Section 1.2(a) hereof in which all of the Registrable Securities then outstanding or issuable and the reasonably anticipated aggregate price to the public of the Registrable Securities Other Shares requested to be included in such registration would exceed $5 millionon behalf of the Holders or Other Shareholders cannot be so included as a result of market limitations, in connection as advised by the underwriter or otherwise pursuant to this Agreement or, with a firm commitment underwriting financed by a nationally recognized underwriterrespect to Other Shares, other agreements between the Company and Other Shareholders, of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the Company shallnumber of shares of Registrable Securities and Other Shares that may be so included shall be allocated as follows: (i) promptly give written notice first, among the holders requesting inclusion of Registrable Securities and Other Prior Registrable Shares, pro rata on the basis of the proposed number of Registrable Securities and Other Prior Registrable Shares that would be held by such holders, assuming conversion of any shares of capital stock and exercise of the Warrants; provided, however, that such allocation -------- ------- shall not operate to reduce the aggregate number of Registrable Securities and Other Prior Registrable Shares to be included in such registration, if any such holder does not request inclusion of the maximum number of shares of Registrable Securities and Other Prior Registrable Shares allocated to him pursuant to the above-described procedure, the remaining portion of his allocation shall be reallocated among those requesting holders of Registrable Securities and Other Prior Registrable Shares whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Prior Registrable Shares which would be held by such holders, assuming conversion of any capital stock and exercise of the Warrants, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Prior Registrable Shares which may be included in the registration to all other Holders; andon behalf of such holders have been so allocated; (ii) second, to the Company with respect to shares of CBC Common Stock being sold for the account of the Company, and, subject to the second paragraph of Section 1.2(d), among the holders of Other Subsequent Registrable Shares requesting inclusion of Other Subsequent Registrable Shares, as soon as practicable, use its best efforts determined by the Company pursuant to effect such registration agreements as may exist between the Company and holders of Other Subsequent Registrable Shares. In connection with the First 1998 Requested Registration, (i) the Company agrees to use reasonable efforts (which shall not require the Company to grant any consideration) to request that the holders of Other Prior Registrable Shares requesting to be so requested and as would included in any registration pursuant to Section 1.2(a) hereof permit or facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities of requested by Apollo to have priority to be included in any Holder or Holders joining such registration in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their which all Registrable Securities in such registration and Other Shares requested to be included cannot be so included and (ii) the Xxxx Shareholders agree that marketing considerations require a limitation on Apollo shall have priority over the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities in such registration according Xxxx Shareholders other than Apollo with respect to the number of Registrable Securities each such Holder requested to that may be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent of the Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it shall have been declared effective. (iii) the Holders of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a).

Requested Registrations. (ai) If at any time after the earlier of (i) one (1) year after the fourth anniversary effective date of the date hereof and first firmly underwritten registration statement effected by the Company or (ii) eighteen (18) months after the consummation of a public offering by the Companydate hereof, the Company shall receive from one or more Initial of the Initiating Holders a written request that the Company effect the registration of Registrable Securities representing at least twenty five percent that have an anticipated aggregate public offering price (25%before any underwriting discounts and commissions) of the Registrable Securities then outstanding not less than $5,000,000 (or issuable and the reasonably anticipated aggregate price to the public of the Registrable Securities to be included in $15,000,000 if such requested registration would exceed $5 million, is in connection with a firm commitment underwriting financed by a nationally recognized underwriterthe Company's initial public offering), the Company shallwill: (iA) promptly give written notice of the proposed registration to all other HoldersHolders holding Registrable Securities; and (iiB) use best efforts to file such registration as soon as practicable, use its best efforts to effect practicable but in any event within 45 days and cause such registration to become effective as may be so requested and soon as practicable but in any event within 120 days of the initial request as would permit or facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata among such Holders (including the Initiating Holders) who requested inclusion of Registrable Securities in such registration according to the number of Registrable Securities each such Holder requested to be included in such registration. Neither the Company nor any No shares other shareholder may include shares than Registrable Securities shall be included in a registration effected under this Section 7.2 subsection (b) without the consent of the Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereofregistration. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 subsection (b) unless and until it shall have been declared effective. (iii) , unless such registration is later withdrawn at the Holders request of the Purchased Shares Initiating Holders and such request is not due to an adverse change in the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a)Company's business or operations.

Requested Registrations. (a) If after the earlier of (i) Upon the fourth anniversary written request (a "Registration Request") of the date hereof and (ii) the consummation of a public offering by the Company, the Company shall receive from one or more Initial Initiating Holders a written request that the Company effect the registration of Registrable Securities representing at least twenty five percent (25%a "Demand Registration") of all or part of such Initiating Holders' Registrable Securities, the Company shall use its commercially reasonable efforts to effect, pursuant to Section 2(b), the registration of (x) the Registrable Securities then outstanding or issuable and the reasonably anticipated aggregate price to the public of the Registrable Securities to be included in such registration would exceed $5 million, in connection with a firm commitment underwriting financed by a nationally recognized underwriter, which the Company shall: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration as may be has been so requested to register by such Initiating Holders, and as would permit or facilitate the sale and distribution of such portion of (y) such Registrable Securities as are specified in Demand Inclusion Notices of other Holders pursuant to Section 2(b)(ii); provided, however, that (A) the Initiating Holders may not make a Registration Request prior to three (3) months after the first date on which the Company has available audited financial statements meeting the requirements of Regulation S-X for inclusion in the registration statement to be filed pursuant to such request, together with such portion Registration Request; (B) the Company shall not be obligated to effect a Demand Registration for fewer than 500,000 shares of the Registrable Securities (subject to adjustment for stock splits, reverse stock splits, dividends, reclassifications, recapitalizations, or reorganizations); and (C) the Company shall not be obligated to (1) effect more than an aggregate of two Demand Registrations pursuant to this Section 2, or (2) effect a Demand Registration within nine (9) months following the effective date of any Holder or prior Demand Registration. (ii) The Initiating Holders joining may, at any time prior to the filing of a registration statement with the Commission in connection with a Registration Request made pursuant to this Section 2, revoke such request as are specified in Registration Request by providing a written request given within thirty (30) days notice to the Company revoking such Registration Request and may, any time after receipt the filing of such registration statement and prior to the effective date thereof, request the Company to withdraw such registration statement by providing a written notice from to the Company, whereupon the Company shall withdraw such registration statement as promptly as practicable. If the underwriter managing Initiating Holders revoke any Registration Request or the offering advises registration statement filed with the Holders who have requested inclusion of their Registrable Securities Commission in connection with such Registration Request is withdrawn as aforesaid or otherwise fails to become effective, the Registration Request made in connection with such registration that marketing considerations require statement will not constitute a limitation on Demand Registration for purposes of determining the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities in such registration according Demand Registrations to the number of Registrable Securities each such Holder requested to be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent of which the Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it shall have been declared effectiveare entitled hereunder. (iii) the Holders of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a).

Requested Registrations. (a) a. If at any time after the earlier of (i) the fourth anniversary of the date hereof and (ii) the consummation of a public offering by the CompanyDecember 31, 1997 the Company shall receive from one or more Initial Initiating Holders a written request that the Company effect the registration of Registrable Securities representing at least twenty twenty-five percent (25%) of the Registrable Securities then outstanding held by or issuable and to all the Investors (or any lesser percentage if the reasonably anticipated aggregate price to the public of the Registrable Securities to be included in such registration would exceed $5 million$ 10,000,000), in connection with a firm commitment underwriting financed by a nationally recognized underwriterunderwriting, the Company shallwill: (i) i. promptly give written notice of the proposed registration to all other Holders; and (ii) . as soon as practicable, use its best all commercially reasonable efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed imposed, subject to the immediately following sentence, pro rata among such Holders who requested inclusion of Registrable Securities in such registration according to the number of Registrable Securities each then held by such Holder requested to be included in such registrationHolders. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 2(a) without the consent of the Initiating Holders holding a majority of the Registrable Securities sought to be included in such registration by the Initiating Holders if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Initiating Holders or reduce the offering price thereof. The Investors may initiate two registrations pursuant to this Section 2(a). No registration initiated by the Initiating Holders hereunder shall count as a registration under this Section 7.2 2(a) unless and until it shall have been declared effective.effective (an "Effective Registration") and the Initiating Holders shall have sold all of the Registrable Securities included in such registration. EXECUTION COPY (iii) b. The underwriter of any underwriting requested under this Section 2 shall be selected by the Company; provided that such underwriter must be reasonably acceptable to the Holders of a majority of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a)Registrable Securities included therein.

Requested Registrations. (a) a. If any Eligible Shareholder proposes, on or after the earlier later of July 31, 2000 or thirty (i30) days after the fourth anniversary Closing Date to offer for sale, sell or transfer any Restricted Stock pursuant to Section 5 of the date hereof Act, then they will give AWHI written notice to that effect specifying the number of shares proposed to be sold, the identity of the proposed underwriter and the plan for distribution of such shares. Such notice shall be delivered to AWHI, together with a letter from counsel (iiwho shall be reasonably satisfactory to AWHI) for such Eligible Shareholder to the consummation effect that registration under the Act of a public offering the proposed sale of such Restricted Stock is required under the Act in order to Transfer such Restricted Stock in the manner contemplated. b. If and when AWHI shall be required by the Company, the Company shall receive from one or more Initial Holders a written request that the Company provisions of this Section 1.3 to effect the registration of Registrable Securities representing at least any Restricted Stock under the Act, AWHI will, as expeditiously as possible: i. Give written notice to all Eligible Shareholders, who were not a party to the aforementioned notice to AWHI requesting registration of shares, advising them of its intention to effect a proposed registration and to include in such proposed registration the shares of Restricted Stock which any such Eligible Shareholder requests AWHI to register, provided such request is furnished to AWHI in writing within twenty five percent (25%20) days after the date of receipt of the Registrable Securities then outstanding aforesaid notice from AWHI. ii. Prepare and file a Registration Statement on Form S-1, or issuable and other form for the reasonably anticipated aggregate price general registration of securities as may be appropriate (giving effect to the public plan or distribution of the Registrable Securities Restricted Stock proposed to be included in such registration would exceed $5 millionTransferred), in connection with a firm commitment underwriting financed by a nationally recognized underwriter, the Company shall: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and use its best efforts to effect cause such registration Registration Statement to become effective in order that the Holders may sell their Restricted Stock in accordance with their proposed plan of distribution. iii. Prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be so requested necessary to keep such Registration Statement effective and to comply with the provisions of the Act with respect to the offer of the Restricted Stock covered by such Registration Statement during the period required by the Holders for distribution of the Restricted Stock; and iv. Furnish to each Holder such number of copies of the Prospectus as would permit or such Holder may reasonably request in order to facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion Transfer of the Registrable Securities Restricted Stock. c. The right of any Holder or Holders joining in such the Eligible Shareholders to have Restricted Stock registered under the Act pursuant to the provisions of this Section 1.3 shall be subject to the following limitations and conditions: i. If a request as are specified in a written request given for registration is made within thirty (30) days after receipt prior to or following the conclusion of AWHI's then current fiscal year, AWHI shall have the right to delay the filing of a Registration Statement for a period of ninety (90) days, or for such written notice from a period in time until AWHI receives its audited financial statements for such fiscal year, whichever first occurs; ii. In the Companyevent that the Holders request to sell Restricted Stock in an underwritten offering and fifty (50%) percent or more of the Market Value (as determined in accordance with Section 1.2(b)) of the AWHI securities proposed to be included in any such Registration Statement shall be for the account of AWHI and any Shareholders of AWHI other than Eligible Shareholders, then AWHI shall have the right to select the underwriter or underwriters to undertake the sale of the stock included in the Registration Statement. If more than fifty (50%) percent of the Market Value of the AWHI securities proposed to be included in any such Registration Statement shall be for the account of Eligible Shareholders, then the Holders shall have the right to select the underwriter managing or underwriters who are to undertake the offering advises sale and distribution of Restricted Stock to be included in a Registration Statement filed under the Holders provisions of this Section 1.3, subject to the prior approval thereof by AWHI, which approval will not be unreasonably withheld or delayed; iii. The Eligible Shareholders shall not be entitled to request more than one (1) Registration Statement under the provisions of this Section 1.3; provided, however, if more than fifty (50%) percent of the Market Value [(as determined pursuant to Section 1.2(b))] of the AWHI securities included in any such Registration Statement shall be for the account of AWHI and any shareholders of AWHI other than Eligible Shareholders, then such Registration Statement shall not constitute a Registration Statement requested by Eligible Shareholders for the purpose of this Section 1.3 but shall be deemed an incidental registration under Section 1.2; iv. Any request for a Registration Statement required to be filed by AWHI pursuant to this Section 1.3 shall be made by Eligible Shareholders owning beneficially a minimum of 5,000,000 shares of Restricted Stock who have requested inclusion propose to register up to 17,500,000 shares of their Registrable Securities Restricted Stock in such registration Registration Statement; v. The shares of Restricted Stock referred to in this Section 1.3 shall be adjusted to reflect any changes in the capitalization of AWHI through reorganization, re-capitalization, stock split, stock dividend, combination of shares, merger, consolidation or otherwise; vi. AWHI shall have the right to include any AWHI securities in any Registration Statement filed by AWHI pursuant to this Section 1.3; provided, however, if the managing underwriter determines that marketing considerations require a limitation on the total number of shares offeredAWHI securities proposed to be included in any such Registration Statement exceeds the Maximum Includable Underwritten Shares, such limitation shall be imposed pro rata among such Holders who requested inclusion then all of Registrable Securities in such registration according to the number of Registrable Securities each such Holder requested AWHI securities proposed to be included in such registration. Neither the Company nor Registration Statement by AWHI and by any other shareholder may include shareholders of AWHI, shall be excluded from such Registration Statement before any shares in a registration effected under this Section 7.2 without the consent of to be offered by the Holders holding a majority shall be excluded; provided, further, if the managing underwriter determines that the number of the Registrable Securities sought AWHI securities proposed to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit Registration Statement should be further reduced, then such reduction shall be pro rata based upon the number of Registrable Securities sought shares of AWHI Common Stock which each Holder requested to be included by have registered (unless the Holders or reduce have agreed to a different allocation); vii. AWHI shall not be required to file a Registration Statement on behalf of any Eligible Shareholder pursuant to the offering price thereofprovisions of this Section 1.3 within a period of six (6) months after the effective date of any Registration Statement filed by AWHI with respect to which AWHI complied with the incidental registration provisions of Section 1.2; provided, however, that AWHI shall have registered all of the shares of Restricted Stock with respect to which registration was requested by such Eligible Shareholder and such registration shall have remained effective for a period of not less than thirty (30) consecutive days (unless all such shares of Restricted Stock were previously sold pursuant to such registration); and viii. No The right to require registration initiated by Initiating Holders hereunder shall count as a registration of Restricted Stock under this Section 7.2 unless and until it 1.3 shall have been declared effectiveterminate upon the expiration of five (5) years following the Closing Date. (iii) the Holders of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a).

Requested Registrations. On or after the first anniversary of the Closing Date, the Purchaser shall have the right to require the Company to effect the registration of the Registrable Securities (aas defined below) If after on a registration statement on Form S-3 (or any successor form relating to secondary offerings), or Form X-0, Xxxx X-0 or Form SB-2 if the Company is then ineligible to use Form S-3 under the Securities Act, by giving the Company written notice requesting such registration and specifying the proposed plan for distribution of such Registrable Securities. The Purchaser shall be entitled to one requested registration under this Section 5. 1. The Company shall maintain the effectiveness of such registration statement until the earlier of (i) such time as the fourth anniversary Purchaser has sold all of the date hereof and Registrable Securities covered by the registration statement, or (ii) such time as the consummation of a public offering by Purchaser is able to sell the Company, Registrable Securities pursuant to SEC Rule 144(k). If and when the Company shall receive from one or more Initial Holders a written request that be required by the Company provisions of this Section 5.1 to effect the registration of any Registrable Securities representing at least twenty five percent hereunder, the Company will, as expeditiously as possible: (25%a) use its reasonable best efforts to prepare and file a registration statement on Form S-3, or other form if the Company is ineligible to use Form S-3, giving effect to the plan of distribution of the Registrable Securities then outstanding or issuable and the reasonably anticipated aggregate price to the public of the Registrable Securities proposed to be included in such registration would exceed $5 millionsold, in connection with a firm commitment underwriting financed by a nationally recognized underwriter, the Company shall: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and use its best efforts to effect cause such registration statement to become effective in order that the Purchaser may sell its Registrable Securities in accordance with the proposed plan of distribution; (b) furnish the Purchaser such number of copies of such prospectus as it may be so requested and as would permit or reasonably request in order to facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities Securities; (c) file documents required of the Company for blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is now not so qualified or has not so consented; and (d) bear all expenses in connection with the procedures set forth in paragraphs (a) through (c) of this Section 5.1 and the registration of the Shares pursuant to the registration statement, other than fees and expenses, if any, of counsel or other advisors to the Purchaser and any underwriting or brokerage discounts, fees or commissions. If at the time of any Holder request to register Registrable Securities pursuant to this Section 5.1 the Company is engaged or Holders joining has fixed plans to engage within 60 days of the date of receipt of the request in a registered public offering, or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the demand registration, then the Company may at its option direct that such request as are specified be delayed for a period not in a written request given within thirty (30) excess of 90 days after receipt from the closing of such written notice offering (but in no event more than 180 days from the Company. If date of request) or the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities in such registration according to the number of Registrable Securities each such Holder requested to be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent date of the Holders holding a majority Company's Board of Directors' determination, as the Registrable Securities sought to be included case may be. The Company may direct such delay not more than once in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it shall have been declared effectiveany twelve month period. (iii) the Holders of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a).

Requested Registrations. If Shire fails to exercise the ----------------------- Option, then at any time after two (a2) If after years following the earlier of (i) the fourth anniversary of the date hereof and Closing Date, or (ii) if Shire does exercise the consummation Option, then at any time after the end of a public offering by the CompanyResearch Phase as defined in the Development and License Agreement, and subject to the Company conditions herein set forth, Shire shall receive from one or more Initial Holders a written request that have the Company right to require Cortex to effect the registration of Registrable Shares on a registration statement under the Securities representing Act by giving Cortex written notice requesting such registration and specifying the number of Shares proposed to be sold and the proposed plan for distribution of such Shares; provided, however, that such request shall cover at least twenty five percent (25%) [*] Shares. Shire shall be entitled to one requested registration on an appropriate registration form for a registered offer. If and whenever Cortex shall be required by the provisions of this Section 3.1.1 to effect the Registrable Securities then outstanding or issuable and the reasonably anticipated aggregate price to the public registration of the Registrable Securities to be included in such registration would exceed $5 millionany Shares hereunder, in connection with a firm commitment underwriting financed by a nationally recognized underwriterCortex will, the Company shallas expeditiously as possible: (ia) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to prepare and file a registration statement, giving effect to the plan of distribution of the Shares proposed to be sold, and use its best efforts to cause such registration statement to become effective in order that Shire may sell its Shares in accordance with the proposed plan of distribution; * CONFIDENTIAL PROVISIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be so requested necessary to keep such registration statement effective and advise Shire promptly of any proposal to amend or supplement the registration statement and to comply with the provisions of the Securities Act with respect to the offer of the Shares covered by such registration statement during the period required for distribution of the Shares, which period shall not be in excess of nine (9) months from the effective date of such registration statement; (c) furnish Shire such number of copies of such prospectus as would permit or it may reasonably request in order to facilitate the sale of the Shares; (d) file documents required of Cortex for blue sky clearance in states specified in writing by Shire; provided, however, that Cortex shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is now not so qualified or has not so consented; and (e) use it best efforts to prevent the issuance of any stop order with respect to any registration statement and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment; (f) file all documents required to be filed with the Commission pursuant to the Exchange Act; (g) have the Shares listed on the NASDAQ OTC Bulletin Board, or such other exchange as the Common Stock may then be listed on; (h) bear all expenses in connection with the procedures set forth in paragraphs (a) through (d) of this Section 6.1 and distribution the registration of the Shares pursuant to the registration statement, other than fees and expenses, if any, of counsel or other advisors to Shire. If at the time of any request to register Shares pursuant to this Section 6.1 Cortex is engaged or has fixed plans to engage within 60 days of the date of receipt of the request in a registered public offering, or is engaged in any other activity which, in the good faith determination of Cortex's Board of Directors, would be adversely affected by the demand registration, then Cortex may at its option direct that such request be delayed for a period not in excess of 90 days from the closing of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities in such registration according to the number of Registrable Securities each such Holder requested to be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent of the Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit date of Cortex's Board of Directors' determination, as the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it shall have been declared effectivecase may be. (iii) the Holders of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a).

Requested Registrations. (a) If on any two occasions after the earlier of (i) the fourth anniversary of the date hereof and (ii) the consummation of a Company's initial public offering by the Companyof its Common Stock, the Company shall receive from one or more Initial Initiating Holders a written request that the Company effect the registration of Registrable Securities representing at least twenty five percent (25%) of the Registrable Securities then outstanding or issuable and the reasonably anticipated aggregate price pursuant to the public of the Registrable Securities to be included in such registration would exceed $5 million, in connection with a firm commitment underwriting financed managed by a nationally recognized underwriter, the Company shallwill: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best all commercially reasonable efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of such portion number of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given received by the Company within thirty (30) twenty days after receipt the mailing of such written notice from by the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities in such registration according to the number of Registrable Securities each such Holder requested to be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 8.2 without the consent of the Holders holding a majority of the Registrable Securities sought to be included in such registration. The Principal Shareholder, however, may include shares in a registration if effected under this Section 8.2. If the inclusion of shares by underwriters managing the Company or offering advise the other shareholders would limit Holders and the Principal Shareholder that marketing considerations require a limitation on the number of Registrable Securities sought to be included by the Holders shares offered or reduce a reduction in the offering price thereof, such limitation first shall cause a reduction of the number of shares the Principal Shareholder may include in such registration, and then, to the extent required by the managing underwriter(s), such limitation shall cause a reduction of the number of shares the Holders may include in such registration, which number shall be reduced on a pro rata basis solely among the Holders. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 8.2 unless and until it shall have been declared effectiveeffective and the sale of the securities registered shall have been consummated. If, however, the Holders withdraw a registration after the same has been filed with the Commission, and such withdrawal is not caused by a material adverse development with respect to the Company, its business, condition, or prospects, then such proposed registration shall count as one of the registrations requested hereunder unless the Holders who requested inclusion of Registrable Securities therein elect to pay the expenses incurred by the Company in connection with such withdrawn registration. (iiib) Notwithstanding the Holders provisions of Section 8.2(a), if at the time of receipt of a request to register securities under such section the Board of Directors of the Purchased Shares and Company believes it would be seriously detrimental to the Conversion Shares shall have Company because the Company is actively considering an acquisition, merger, or other transaction that the Company would be unable to pursue or would be required to disclose prematurely, if it proceeded to effect such registration, or such other event that the parties may agree upon, the Company may delay such registration for a period of up to 180 days. The Company may not exercise its right to demand delay a requested registration twice under this Section 7.2(a)8.2(b) more than twice in total or more than once during any 180-day period.

Requested Registrations. (a) If Except as set forth in subsection (c) below, if, on any two (2) occasions after the earlier of (i) the fourth anniversary of the date hereof and (ii) the consummation of a public offering by the CompanyClosing, the Company shall receive from one or more Initial Initiating Holders a written request that the Company effect the registration of Registrable Securities representing at least twenty five percent on Form S-1 or Form S-2 (25%) of the Registrable Securities then outstanding or issuable and the reasonably anticipated aggregate price to the public of the Registrable Securities to be included in such registration would exceed $5 million, in connection with a firm commitment underwriting financed by a nationally recognized underwriterother successor form), the Company shallwill: (i) promptly give written notice of the proposed registration to all other Holders; , and (ii) as soon as practicable, use its best all commercially reasonable efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request by such Holder or Holders given to the Company within thirty fifteen (3015) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable --------- Securities in such registration according to the number of Registrable Securities each such Holder requested to be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent of the Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it shall have been declared effective. effective or unless, in connection with such registration, at least seventy-six percent (iii76%) the Holders of the Purchased Shares and number of Registrable Securities for which registration has been requested are registered. Notwithstanding the Conversion Shares foregoing, a registration that is terminated or abandoned at the direction of a majority in interest of the selling Holders shall have the right to demand count as a registration twice under this Section 7.2(a)7.2 unless either: (i) the selling Holders shall pay or reimburse the Company for the Registration Expenses reasonably incurred in connection with such terminated or abandoned registration, or (ii) such registration is terminated or abandoned as a result of information concerning the business or financial condition of the Company which is made known to the selling Holders after the date on which such registration was requested.

Requested Registrations. (a) If after the Company shall receive from any Holder or Holders who in the aggregate hold not less than Forty Percent (40%) of the outstanding Registrable Shares (the "Initiating Holders") at any time not earlier than the latter of (i) the fourth anniversary expiration of any applicable "lock-up" period prescribed by the date hereof underwriters in connection with an IPO and (ii) the consummation date on which the Company shall become eligible to use the Form S-3 registration statement (or any successor to such form) for the purpose of a public offering by registering outstanding securities for the account of any person other than the Company, the Company shall receive from one or more Initial Holders a written request that the Company effect the any registration of Registrable Securities representing at least twenty five percent (25%) with respect to all or a part of the Registrable Securities then outstanding or issuable and the reasonably anticipated aggregate price to the public of the Registrable Securities to be included in such registration would exceed $5 million, in connection with a firm commitment underwriting financed by a nationally recognized underwriterShares, the Company shallwill: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best reasonable commercial efforts to effect such registration as may be so requested (including, without limitation, filing post- effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Act) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities Shares as are specified in such request, together with all or such portion of the Registrable Securities Shares of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. (b) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 1(a): (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act; (ii) after the Company has initiated one (1) such registration pursuant to Section 1(a) (counting for this purpose only a registration statement which has been declared or ordered effective by the U.S. Securities and Exchange Commission (the "Commission") and maintained for a period of seventy-five (75) total days); (iii) 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 commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Company has given within thirty a Notice of Incidental Registration Rights (30as defined in Section 2(a) below). (c) Subject to clauses (i) - (iv) of Section 1(b) above, the Company shall file a registration statement covering the Registrable Shares so requested to be registered as soon as practicable after receipt of the request of the Initiating Holders; PROVIDED, HOWEVER, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is necessary to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such 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 detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, necessary to defer the filing of such registration, then the Company shall have the right to defer such filing for a period of not more than one hundred eighty (180) days after receipt of such written notice from the request of the Initiating Holders. (d) The registration statement filed pursuant to the request of the Initiating Holders may include other securities of the Company. If , with respect to which registration rights have been granted, and may include securities of the underwriter managing Company being sold for the offering advises account of the Company. (e) The Company will pay all costs and expenses necessary to effect the registration of Registrable Shares pursuant to Section 1(a), including the fees and expenses of its counsel, the fees and expenses of its accountants, all other costs and expenses incident to the preparation, printing and filing under the Act of any such registration statement, each prospectus and all amendments and supplements thereof, the cost of furnishing to the Holders who have requested inclusion copies of their Registrable Securities in such registration that marketing considerations require a limitation on statement, each preliminary prospectus, the number of shares offeredfinal prospectus and each amendment and supplement thereto, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities in such registration according all expenses incident to the number of Registrable Securities each such Holder requested to be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent of the Holders holding a majority delivery of the Registrable Securities sought Shares to be included any underwriter or underwriters, but the Company will not pay any underwriting commissions and discounts and brokerage commissions and fees payable with respect to Registrable Shares by any Holder or any legal fees and expenses incurred by any Holder. (f) If, after the Company has effected the registration specified in Section 1(a) (as determined in accordance with Section 1(b)(ii) hereof), the Company shall receive from any Holder or Holders who in the aggregate hold not less than Fifty Percent (50%) of the then outstanding Registrable Shares (the "Triggering Holders"), a written request that the Company effect any registration with respect to all or a part of the Registrable Shares, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use reasonable commercial efforts to effect 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 Act) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Shares as are specified in such registration if request, together with all or such portion of the inclusion Registrable Shares of shares any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written request from the Company is mailed or delivered. (g) The Company shall not be obligated to effect, or take any action to effect, any registration pursuant to Section 1(f): (i) in any particular jurisdiction in which the other shareholders Company would limit be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the number of Registrable Securities sought Company is already subject to service in such jurisdiction and except as may be included required by the Holders or reduce Act; (ii) after the offering price thereof. No Company has initiated two (2) such registrations pursuant to Section 1(f) (counting for this purpose only registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it shall statements which have been declared effective.or ordered effective by the Commission and maintained for a period of 75 total days); (iii) during the Holders period starting with the date sixty (60) days prior to the Company's good faith estimate of the Purchased 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 commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Company has given a Notice of Incidental Registration. (h) Subject to clauses (i) - (iv) of Section 1(g) above, the Company shall file a registration statement covering the Registrable Shares so requested to be registered as soon as practicable after receipt of the request of the Triggering Holders; PROVIDED, HOWEVER, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be detrimental to the Company and the Conversion Shares Board of Directors of the Company concludes, as a result, that it is necessary to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such 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 detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, necessary to defer the filing of such registration, then the Company shall have the right to demand defer such filing for a period of not more than one hundred eighty (180) days after receipt of the request of the Triggering Holders. (i) Each of the registration twice statements filed pursuant to the request of the Triggering Holders may include other securities of the Company, with respect to which registration rights have been granted, and may include securities of the Company being sold for the account of the Company. (j) The Triggering Holders, together with the other Holders joining in such registration, shall, on a pro rata basis, pay all costs and expenses necessary to effect the registrations of Registrable Shares pursuant to Section 1(f), including the fees and expenses of the Company's counsel, the fees and expenses of the Company's accountants, all of the costs and expenses incident to the preparation, printing and filing under this the Act of any such registration statement, each prospectus and all amendments and supplements thereof, the cost of furnishing to the Holders copies of such registration statement, each preliminary prospectus, the final prospectus and each amendment and supplement thereto, all expenses incident to delivery of the Registrable Shares to any underwriter or underwriters, any underwriting commissions and discounts and brokerage commissions and fees payable with respect to Registrable Shares sold by any Holder or any legal fees and expenses incurred by any Holder. The Company may require, as a precondition to commencing work on any registration statement filed in accordance with Section 7.2(a)1(f) hereof, that the Triggering Holders, together with the other Holders joining therein, provide a reasonable and customary retainer to the Company and/or its advisors in order to offset certain of the expenses contemplated hereby.

Requested Registrations. (a) If on any three occasions on or after the earlier of (i) the fourth anniversary date of the date hereof and (ii) the consummation of a Company's initial public offering by the Companyor June 25, 2004, the Company shall receive from one or more Initial Initiating Holders a written request that the Company effect the registration of Registrable Securities Common Stock representing at least twenty five fifteen percent (2515%) of the Registrable Securities Common Stock then outstanding or issuable and (or any lesser percentage if the reasonably anticipated aggregate price to the public of the Registrable Securities Common Stock to be included in such registration would exceed $5 million), in connection with a firm commitment underwriting financed managed by a nationally recognized underwriter, the Company shallwill: (i) promptly give written notice of the proposed registration to all other HoldersStockholders; and (ii) as soon as practicable, use its best all commercially reasonable efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities Common Stock as are specified in such request, together with such portion of the Registrable Securities Common Stock of any Holder Stockholder or Holders Stockholders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders Stockholders who have requested inclusion of their Registrable Securities Common Stock in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata PRO RATA among such Holders Stockholders who requested inclusion of Registrable Securities Common Stock in such registration according to the number of Registrable Securities Common Stock owned by each of such Holder requested to be included in such registrationStockholders. Neither the Company nor any other shareholder Person (excluding Stockholders) may include shares in a registration effected under this Section 7.2 2 without the consent of the Holders Stockholders holding a majority of the shares of Registrable Securities Common Stock sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would Persons would, in the judgment of the managing underwriter, limit the number of shares of Registrable Securities Common Stock sought to be included by the Holders Stockholders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 2: (1) unless and until it shall have been declared effective, and (2) if such Initiating Holders fail to Register and sell at least 67% of the Registrable Common Stock requested to be included in such registration by such Initiating Holders in their initial registration request relating to such registration. (b) Notwithstanding the provisions of subparagraph (a) of this Section 2, the Company shall not be obligated to take any action to effect any registration pursuant thereto: (i) Within the 120-day period immediately following the effective date of the registration statement pertaining to the first underwritten public offering of securities of the Company for its own account (other than a registration relating solely to a transaction under Rule 145 under the Act or a registration relating solely to employee benefit plans); (ii) After the Company has effected three registrations pursuant to this Section 2, and such registrations have been declared or ordered effective and have not been withdrawn or suspended during the first 90 days after such registrations have been declared or ordered effective; or (iii) If at the Holders time of the Purchased Shares and request, the Conversion Shares Initiating Holders could sell all of the Registrable Common Stock requested to be Registered under Rule 144 without restrictions. (c) The holders of a majority of the Common Stock included in any registration requesting registration under this Section 2 shall have the right to demand select the investment banker(s) and manager(s) to administer the offering, subject to the Company's approval, which shall not be unreasonably withheld, provided that, unless the Company otherwise consents, the lead investment banker shall be from one of the ten firms, which in the immediately preceding calendar year managed the ten highest volumes of equity security offerings or a firm that has previously managed or administered (alone or with others) an equity security offering for the Company. (d) Except for the rights to request the Company to Register any equity securities of the Company granted to certain stockholders of the Company under the Second Amended Agreement, the Company shall not grant to any Persons any rights to request the Company to Register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, unless such rights are expressly designated as subordinate and junior to (including, without limitation, rights with respect to underwriter cutbacks or similar limitations) those granted hereunder. (e) In the event any holder of Registrable Common Stock is participating in an underwritten offering pursuant to a registration twice effected under this Section 7.2(a)2 or 3 hereof, such holder shall be party to the applicable underwriting agreement and shall provide customary representations, warranties and other agreements, and shall be responsible for its pro rata share of any underwriting fees, commissions or discounts payable to the underwriters. (f) If the Company (i) shall furnish to the Initiating Holders a certificate, signed by the President of the Company, stating that the Board of Directors has in good faith adopted a resolution stating that it would be inimical to the best interests of the stockholders for a public offering to proceed,

Requested Registrations. (a) If If, on any two (2) occasions after the earlier of of (i) the fourth anniversary of the date hereof and June 30, 2004, or (ii) 270 days after the consummation effective date of a firmly underwritten public offering by the Companyof any Company securities, the Company shall receive from one the holders of at least a majority of the Preferred Stock (or more Initial Holders Common Stock issued upon conversion thereof or a combination of such Common Stock and Preferred Stock) a written request that the Company effect the registration of at least 50% of the outstanding Registrable Securities representing (or a lesser percent if anticipated gross proceeds of such offering would equal at least twenty five percent (25%) of the Registrable Securities then outstanding or issuable and the reasonably anticipated aggregate price to the public of the Registrable Securities to be included in such registration would exceed $5 million, in connection with a firm commitment underwriting financed by a nationally recognized underwriter10,000,000), the Company shallwill: (i) promptly give written notice of the proposed registration to all other Holders, if any; and (ii) as soon as practicable, use its best efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty fifteen (3015) days after receipt of such written notice from the Company. If the offering is an underwritten offering and the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities in such registration according to the number of Registrable Securities each such Holder requested to be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent of the Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 2 unless and until it shall have been declared effective. (iiib) The Company shall be required to effect not more than two (2) registrations pursuant to Section 2(a) above provided, however, that the Holders Company shall not be required to effect any registration within six (6) months after the effective date of any other Registration Statement of the Purchased Shares Company (c) If at the time of any request to register Registrable Securities pursuant to this Section 2, the Company is engaged in any activity that, in the good faith and reasonable determination of the Conversion Shares shall have Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of commencement of such material activity, such right to demand registration twice under this Section 7.2(a)delay a request to be exercised by the Company not more than once in any one (1) year period.

Requested Registrations. the Purchaser shall have the right to require the Company to effect the registration of the Registrable Securities (aas defined below) If after on a registration statement on Form S-3 (or any successor form relating to secondary offerings), or Form X-0, Xxxx X-0 or Form SB-2 if the Company is then ineligible to use Form S-3 under the Securities Act, by giving the Company written notice requesting such registration and specifying the proposed plan for distribution of such Registrable Securities. The Purchaser shall be entitled to one requested registration under this Section 5. 1. The Company shall maintain the effectiveness of such registration statement until the earlier of (i) such time as the fourth anniversary Purchaser has sold all of the date hereof and Registrable Securities covered by the registration statement, or (ii) such time as the consummation of a public offering by Purchaser is able to sell the Company, Registrable Securities pursuant to SEC Rule 144(k). If and when the Company shall receive from one or more Initial Holders a written request that be required by the Company provisions of this Section 5.1 to effect the registration of any Registrable Securities representing at least twenty five percent hereunder, the Company will, as expeditiously as possible: (25%a) use its reasonable best efforts to prepare and file a registration statement on Form S-3, or other form if the Company is ineligible to use Form S-3, giving effect to the plan of distribution of the Registrable Securities then outstanding or issuable and the reasonably anticipated aggregate price to the public of the Registrable Securities proposed to be included in such registration would exceed $5 millionsold, in connection with a firm commitment underwriting financed by a nationally recognized underwriter, the Company shall: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and use its best efforts to effect cause such registration statement to become effective in order that the Purchaser may sell its Registrable Securities in accordance with the proposed plan of distribution; (b) furnish the Purchaser such number of copies of such prospectus as it may be so requested and as would permit or reasonably request in order to facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities Securities; (c) file documents required of the Company for blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is now not so qualified or has not so consented; and (d) bear all expenses in connection with the procedures set forth in paragraphs (a) through (c) of this Section 5.1 and the registration of the Shares pursuant to the registration statement, other than fees and expenses, if any, of counsel or other advisors to the Purchaser and any underwriting or brokerage discounts, fees or commissions. If at the time of any Holder request to register Registrable Securities pursuant to this Section 5.1 the Company is engaged or Holders joining has fixed plans to engage within 60 days of the date of receipt of the request in a registered public offering, or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the demand registration, then the Company may at its option direct that such request as are specified be delayed for a period not in a written request given within thirty (30) excess of 90 days after receipt from the closing of such written notice offering (but in no event more than 180 days from the Company. If date of request) or the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities in such registration according to the number of Registrable Securities each such Holder requested to be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent date of the Holders holding a majority Company's Board of Directors' determination, as the Registrable Securities sought to be included case may be. The Company may direct such delay not more than once in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it shall have been declared effectiveany twelve month period. (iii) the Holders of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a).

Requested Registrations. (a) If after the earlier of (i) the fourth anniversary of on any two occasions at any time after the date hereof and (ii) the consummation of a public offering by the Companyhereof, the Company shall receive from one or more Initial Holders Investors a written request that the Company effect the registration of Registrable Securities representing at least twenty five percent (25%) of the Registrable Securities then outstanding or issuable and the with a reasonably anticipated aggregate price to the public of at least $20,000,000, and an anticipated offering price to the Registrable Securities public of at least twice the then Applicable Conversion Value of the Series A Convertible Preferred Stock, which Investors must, prior to be included in such consummation of the first registration would exceed $5 millionof securities of the Company under the Act, in connection with a firm commitment underwriting financed by a nationally recognized underwriterinclude Summit Ventures IV, L.P., or (ii) on any one occasion during each calendar year which the Company is eligible to register the sale of shares of Common Stock to the public under the Act on Form S-3, the Company shallshall receive from one or more Holders of Registrable Securities a written request that the Company effect the registration of Registrable Securities held by such Holders having a fair market value as of the date of such request of $1,000,000, the Company will: (iA) promptly give written notice of the proposed registration to all other Holders; and (iiB) as soon as reasonably practicable, use its best all commercially reasonable efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty twenty (3020) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata among such Holders who -------- requested inclusion of Registrable Securities in such registration pursuant to this Section 2 or Section 3 below according to the number of Registrable Securities each such Holder requested to be included in registered by such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent of the Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereofHolders. No registration initiated by Initiating the Holders hereunder shall count as a registration under this Section 7.2 2 unless and until it shall have been declared effective. (iii) effective and the Holders shall have sold all of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a)Registrable Securities included in such registration.

Requested Registrations. (a) If after the earlier of (i) the fourth anniversary of the date hereof and (ii) the consummation of a public offering by the CompanySubject to Section 2(c), if the Company shall receive from one or more Initial Initiating Holders a written request that the Company effect the registration of Registrable Securities representing at least twenty twenty-five percent (25%) of the Registrable Securities then outstanding held by or issuable to all the Investors and their assigns (or, after the Company has effected a public offering of its Common Stock, any lesser percentage if the reasonably anticipated aggregate price to the public of the Registrable Securities to be included in such registration would exceed $5 million2,000,000), in connection with a firm commitment underwriting financed by a nationally recognized underwriterunderwriting, the Company shallwill: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best all commercially reasonable efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation or cut-back shall be imposed pro rata among such Holders as follows: first, there shall be excluded shares of the Principal ----- Shareholders who requested inclusion of Registrable Securities in such registration according pursuant to Section 3 hereof, pro rata on the number basis of Registrable Securities each such Holder the --- ---- shares requested to be included by each; provided, however, that until October 6, 2001, any such exclusion of Registrable Securities of Xxxxxx Xxxxxxxx, Xxxx Xxxxxxxx and ADC Teledata Communications Ltd. ("ADC") shall be affected such that ADC shall be entitled to include Registrable Securities such that ADC shall be entitled to participate in any such registration. Neither registration at twice the Company nor any other shareholder may rate of Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx (by way of example, exclusions of Registrable Securities could occur such that Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx would be entitled to include shares in a registration effected under this Section 7.2 without the consent of the Holders holding a majority 10% of the Registrable Securities sought held by them and ADC would be entitled to include 20% of the Registrable Securities held by it), provided, further, that in no event, shall any such adjustment as between Xxxxxx Xxxxxxxx, Xxxx Xxxxxxxx and ADC entitle any of the same to any inclusion not otherwise permitted hereunder or which would result in exclusion of any other Registrable Securities not otherwise provided hereunder; and next, there shall be included in such registration if excluded shares of the ---- Investors who requested inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought in such registration, pro rata on the basis of the shares requested to be --- ---- included by the Holders or reduce the offering price thereofeach. The Investors may initiate two (2) registrations pursuant to this Section 2(a). No registration initiated by the Initiating Holders hereunder shall count as a registration under this Section 7.2 2(a) unless and until it shall have been declared effectiveeffective (an "Effective Registration") and the Initiating Holders shall have sold all of the Registrable Securities included by them in such registration, unless such registration is withdrawn at the request of the Initiating Holders and such request is not due to an adverse change in the business or financial condition of the Company. (iiib) the Holders The underwriter of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice any underwriting requested under this Section 7.2(a)2 shall be selected by the Holders holding a majority of the Registrable Securities to be included therein; provided that such underwriter must be reasonably acceptable to the Company. (c) Notwithstanding anything to the contrary contained herein, the Company shall not be required to register any securities pursuant to Section 2(a) hereof during the 180 days following the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Initiating Holders have been entitled to join pursuant to Section 3 or Section 5 hereof and in which there shall have been effectively registered all shares of Registrable Shares as to which registration shall have been requested.

Requested Registrations. (a) a. If any Eligible Shareholder proposes, on or after the earlier later of July 31, 2000 or thirty (i30) days after the fourth anniversary Closing Date to offer for sale, sell or transfer any Restricted Stock pursuant to Section 5 of the date hereof Act, then they will give Acubid written notice to that effect specifying the number of shares proposed to be sold, the identity of the proposed underwriter and the plan for distribution of such shares. Such notice shall be delivered to Acubid, together with a letter from counsel (iiwho shall be reasonably satisfactory to Acubid) for such Eligible Shareholder to the consummation effect that registration under the Act of a public offering the proposed sale of such Restricted Stock is required under the Act in order to Transfer such Restricted Stock in the manner contemplated. b. If and when Acubid shall be required by the Company, the Company shall receive from one or more Initial Holders a written request that the Company provisions of this Section 11.3 to effect the registration of Registrable Securities representing at least any Restricted Stock under the Act, Acubid will, as expeditiously as possible: i. Give written notice to all Eligible Shareholders, who were not a party to the aforementioned notice to Acubid requesting registration of shares, advising them of its intention to effect a proposed registration and to include in such proposed registration the shares of Restricted Stock which any such Eligible Shareholder requests Acubid to register, provided such request is furnished to Acubid in writing within twenty five percent (25%20) days after the date of receipt of the Registrable Securities then outstanding aforesaid notice from Acubid. ii. Prepare and file a Registration Statement on Form S-1, or issuable and other form for the reasonably anticipated aggregate price general registration of securities as may be appropriate (giving effect to the public plan or distribution of the Registrable Securities Restricted Stock proposed to be included in such registration would exceed $5 milliontransferred), in connection with a firm commitment underwriting financed by a nationally recognized underwriter, the Company shall: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and use its best efforts to effect cause such registration Registration Statement to become effective in order that the Holders may sell their Restricted Stock in accordance with their proposed plan of distribution. iii. Prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be so requested necessary to keep such Registration Statement effective and to comply with the provisions of the Act with respect to the offer of the Restricted Stock covered by such Registration Statement during the period required by the Holders for distribution of the Restricted Stock; and iv. Furnish to each Holder such number of copies of the Prospectus as would permit or such Holder may reasonably request in order to facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion transfer of the Registrable Securities Restricted Stock. c. The right of any Holder or Holders joining in such the Eligible Shareholders to have Restricted Stock registered under the Act pursuant to the provisions of this section 11.3 shall be subject to the following limitations and conditions: i. If a request as are specified in a written request given for registration is made within thirty (30) days after receipt prior to or following the conclusion of Acubid's then current fiscal year, Acubid shall have the right to delay the filing of a Registration Statement for a period of ninety (90) days, or for such written notice from a period in time until Acubid receives its audited financial statements for such fiscal year, whichever first occurs; ii. In the Companyevent that the Holders request to sell Restricted Stock in an underwritten offering and fifty (50%) percent or more of the Market Value (as determined in accordance with Section 11.2(b)) of the Acubid securities proposed to be included in any such Registration Statement shall be for the account of Acubid and any Shareholders of Acubid other than Eligible Shareholders, then Acubid shall have the right to select the underwriter or underwriters to undertake the sale of the stock included in the Registration Statement. If more than fifty (50%) percent of the Market Value of the Acubid securities proposed to be included in any such Registration Statement shall be for the account of Eligible Shareholders, then the Holders shall have the right to select the underwriter managing or underwriters who are to undertake the offering advises sale and distribution of Restricted Stock to be included in a Registration Statement filed under the Holders provisions of this Section 11.3, subject to the prior approval thereof by Acubid, which approval will not be unreasonably withheld or delayed; iii. The Eligible Shareholders shall not be entitled to request more than one (1) Registration Statement under the provisions of this Section 11.3; provided, however, if more than fifty (50%) percent of the Market Value (as determined pursuant to Section 11.2(b)) of the Acubid securities included in any such Registration Statement shall be for the account of Acubid and any shareholders of Acubid other than Eligible Shareholders, then such Registration Statement shall not constitute a Registration Statement requested by Eligible Shareholders for the purpose of this Section 11.3 but shall be deemed an incidental registration under Section 11.2; iv. Any request for a Registration Statement required to be filed by Acubid pursuant to this Section 11.3 shall be made by Eligible Shareholders owning beneficially a minimum of 5,000,000 shares of Restricted Stock who have requested inclusion propose to register up to 17,500,000 shares of their Registrable Securities Restricted Stock in such registration Registration Statement; v. The shares of Restricted Stock referred to in this Section 11.3 shall be adjusted to reflect any changes in the capitalization of Acubid through reorganization, re-capitalization, stock split, stock dividend, combination of shares, merger, consolidation or otherwise; vi. Acubid shall have the right to include any Acubid securities in any Registration Statement filed by Acubid pursuant to this Section 11.3; provided, however, if the managing underwriter determines that marketing considerations require a limitation on the total number of shares offeredAcubid securities proposed to be included in any such Registration Statement exceeds the Maximum Includable Underwritten Shares, such limitation shall be imposed pro rata among such Holders who requested inclusion then all of Registrable Securities in such registration according to the number of Registrable Securities each such Holder requested Acubid securities proposed to be included in such registration. Neither the Company nor Registration Statement by Acubid and by any other shareholder may include shareholders of Acubid, shall be excluded from such Registration Statement before any shares in a registration effected under this Section 7.2 without the consent of to be offered by the Holders holding a majority shall be excluded; provided, further, if the managing underwriter determines that the number of the Registrable Securities sought Acubid securities proposed to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit Registration Statement should be further reduced, then such reduction shall be pro rata based upon the number of Registrable Securities sought shares of Acubid Common Stock which each Holder requested to be included by have registered (unless the Holders or reduce have agreed to a different allocation); vii. Acubid shall not be required to file a Registration Statement on behalf of any Eligible Shareholder pursuant to the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under provisions of this Section 7.2 unless and until it shall have been declared effective. 11.3 within a period of six (iii6) months after the Holders effective date of any Registration Statement filed by Acubid with respect to which Acubid complied with the Purchased Shares and the Conversion Shares shall have the right to demand incidental registration twice under this Section 7.2(a).provisions of

Requested Registrations. (a) If on any three occasions on or after the earlier of (i) the fourth anniversary date of the date hereof and (ii) the consummation of a Company's initial public offering by the Companyor December 31, 2004, the Company shall receive from one or more Initial Initiating Holders a written request that the Company effect the registration of Registrable Securities Common Stock representing at least twenty five fifteen percent (2515%) of the Registrable Securities Common Stock then outstanding or issuable and (or any lesser percentage if the reasonably anticipated aggregate price to the public of the Registrable Securities Common Stock to be included in such registration would exceed $5 25 million), in connection with a firm commitment underwriting financed managed by a nationally recognized underwriter, the Company shallwill: (i) promptly give written notice of the proposed registration to all other HoldersStockholders; and (ii) as soon as practicable, use its best all commercially reasonable efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities Common Stock as are specified in such request, together with such portion of the Registrable Securities Common Stock of any Holder Stockholder or Holders Stockholders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders Stockholders who have requested inclusion of their Registrable Securities Common Stock in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata among such Holders Stockholders who requested inclusion of Registrable Securities Common Stock in such registration according to the number of Registrable Securities Common Stock owned by each of such Holder requested to be included in such registrationStockholders. Neither the Company nor any other shareholder Person (excluding Stockholders) may include shares in a registration effected under this Section 7.2 2 without the consent of the Holders Stockholders holding a majority of the shares of Registrable Securities Common Stock sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would Persons would, in the judgment of the managing underwriter, limit the number of shares of Registrable Securities Common Stock sought to be included by the Holders Stockholders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 2: (1) unless and until it shall have been declared effective, and (2) if such Initiating Holders fail to Register and sell at least 67% of the Registrable Common Stock requested to be included in such registration by such Initiating Holders in their initial registration request relating to such registration. (b) Notwithstanding the provisions of subparagraph (a) of this Section 2, the Company shall not be obligated to take any action to effect any registration pursuant thereto: (i) Within the 120-day period immediately following the effective date of the registration statement pertaining to the first underwritten public offering of securities of the Company for its own account (other than a registration relating solely to a transaction under Rule 145 under the Act or a registration relating solely to employee benefit plans); (ii) After the Company has effected three registrations pursuant to this Section 2, and such registrations have been declared or ordered effective and have not been withdrawn or suspended during the first 90 days after such registrations have been declared or ordered effective; or (iii) If at the Holders time of the Purchased Shares and request, the Conversion Shares Initiating Holders could sell all of the Registrable Common Stock requested to be Registered under Rule 144 without restrictions. (c) The holders of a majority of the Common Stock included in any registration requesting registration under this Section 2 shall have the right to demand select the investment banker(s) and manager(s) to administer the offering, subject to the Company's approval, which shall not be unreasonably withheld, provided that, unless the Company otherwise consents, the lead investment banker shall be from one of the ten firms, which in the immediately preceding calendar year managed the ten highest volumes of equity security offerings or a firm that has previously managed or administered (alone or with others) an equity security offering for the Company. (d) Except for the rights to request the Company to Register any equity securities of the Company granted to certain stockholders of the Company under the Second Amended Agreement, the Company shall not grant to any Persons any rights to request the Company to Register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, unless such rights are expressly designated as subordinate and junior to (including, without limitation, rights with respect to underwriter cutbacks or similar limitations) those granted hereunder. (e) In the event any holder of Registrable Common Stock is participating in an underwritten offering pursuant to a registration twice effected under this Section 7.2(a2 or 3 hereof, such holder shall be party to the applicable underwriting agreement and shall provide customary representations, warranties and other agreements, and shall be responsible for its pro rata share of any underwriting fees, commissions or discounts payable to the underwriters. (f) If the Company (i) shall furnish to the Initiating Holders a certificate, signed by the President of the Company, stating that the Board of Directors has in good faith adopted a resolution stating that it would be inimical to the best interests of the stockholders for a public offering to proceed, (ii) desires to postpone filing a registration statement in order to be able to include in such filing audited year-end financing statements prepared in the ordinary course of preparing its annual report to stockholders (including on Form 10-K or such other applicable form), or (iii) gives notice to the Initiating Holders, within thirty (30) days of the receipt of a request given pursuant to Section 2(a), that it is engaged or has fixed plans to engage in an initial firmly underwritten registered public offering within thirty (30) days of the notice date, then the Company may delay a requested registration for not more than 90 days, provided that such delay may be invoked on not more than two occasions and on not more than one occasion within any twelve-month period.

Requested Registrations. At any time, and from time to time upon the written request of BWHI or a majority-in-interest of the Holders, the Company effects the registration under the Securities Act of all or part of such Registrable Securities and specifying the number of Registrable Securities to be registered and the intended method of disposition thereof (aa "REQUESTED REGISTRATION"), the Company will use its best efforts to affect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Holder(s), and all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) If after of the earlier Registrable Securities so to be registered. Neither the Company nor any of its securityholders shall have the right to include any of the Company's securities (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless: (i) the fourth anniversary such securities are of the date hereof same class as the Registrable Securities and (ii) if such Requested Registration is an underwritten offering, the consummation of a public offering by Company or such securityholders, as applicable, agree in writing to sell their securities on the Companysame terms and conditions as apply to the Registrable Securities being sold. Notwithstanding anything herein to the contrary, the Company shall receive from one or more Initial Holders not be required to honor a written request that for a Requested Registration if: (a) the Company effect has previously affected one effective Requested Registration; (b) the registration of Registrable Securities representing to be so registered do not constitute at least twenty five percent (255%) of the total number of Registrable Securities then outstanding or issuable and the reasonably anticipated aggregate price to the public upon exercise or conversion of the Registrable Securities to be included in warrants; or (c) such request is received by the Company (i) less than ninety (90) days following the effective date of any previous registration would exceed $5 million, statement filed in connection with a firm commitment underwriting financed by a nationally recognized underwriter, the Company shall: (i) promptly give written notice of the proposed registration to all other Holders; and Requested Registration or (ii) as soon as practicable, use its best efforts to effect such registration as may be so requested and as would permit or facilitate less than forty-five (45) days following the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities effective date of any prement filed in connection with a Piggyback Registration, regardless of whether any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities in such registration according exercised its rights under this Agreement with respect to the number of Registrable Securities each such Holder requested to be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent of the Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a registration under this Section 7.2 unless and until it shall have been declared effective. (iii) the Holders of the Purchased Shares and the Conversion Shares shall have the right to demand registration twice under this Section 7.2(a).

Requested Registrations. (a) If after the earlier of (i) the fourth anniversary of the date hereof and (ii) the consummation of a public offering by the Company, the Company shall receive from one or more Initial Holders a written request that the Company effect the registration of Registrable Securities representing at least twenty five percent (25%) of the Registrable Securities then outstanding or issuable and the reasonably anticipated aggregate price Subject to the public terms and conditions of the Registrable Securities to be included in such registration would exceed $5 millionthis Agreement, in connection with a firm commitment underwriting financed by a nationally recognized underwriterorder to fund redemptions of ASLP Units and/or Holdings Notes and Class A Holdings Units, the Company shallas applicable: (i) promptly give written notice each of the proposed registration Principal Holders shall have the right, at any time after the six-month, but prior to the first, anniversary of the date hereof, to request that the Company register, issue and sell to the public such number of IDSs as is sufficient to permit ASLP to redeem from such Principal Holder all other Holdersor a portion of the ASLP Units held by such Principal Holder as provided herein, provided, however, that the Company’s obligation to honor any such request shall be subject to the prior satisfaction (or waiver by the relevant third party or parties) of the Exchange and Redemption Conditions set forth in Section 1.4; and (ii) each of the Principal Holders and each Holdings Unit Holder shall have the right, at certain times following the distribution by ASLP to its partners of Class A Holdings Units and Holdings Notes, to request that the Company register, issue and sell to the public such number of IDSs as soon is sufficient to permit Holdings to redeem from such Principal Holder or Holdings Unit Holder all or a portion of the Class A Holdings Units and Holdings Notes held by such holder as practicableprovided herein, provided, however, that the Company’s obligation to honor any such request shall be subject to the prior satisfaction (or waiver by the relevant third party or parties) of the Exchange and Redemption Conditions set forth in Section 1.4. Upon any such request (which shall set forth the number of ASLP Units or Class A Holdings Units and Holdings Notes, as the case may be, the holder thereof would like redeemed in accordance with Section 2.4), the Company will promptly notify, in the case of a registration request under clause (i) above, ASLP and Holdings and, in the case of a registration request under clause (ii) above, Holdings, of such request. Following receipt of a request for a registration hereunder, the Company will, subject to Sections 2.2 and Section 2.6, use its reasonable best efforts to satisfy (or cause to be waived by the relevant third party or parties) the Exchange and Redemption Conditions, including to effect such the prompt registration as may be so requested under the Securities Act and as would permit or facilitate sale to the sale public of IDSs consisting of a number of shares of Class A Common Stock at least equal to the IDS Share Number and distribution of such portion of such Registrable Securities as are specified IDS Notes in such requestan aggregate face amount at least equal to the IDS Note Number; provided that, together with such portion each IDS issued, registered and sold hereunder shall (x) consist of the Registrable Securities same number of any Holder or Holders joining in such request as are specified shares of Class A Common Stock represented by each of the Company’s then outstanding IDSs; (y) consist of an IDS Note in a written request given within thirty stated face amount equal to the stated principal amount of each other then outstanding IDS Note and (30z) days after receipt otherwise be identical in form to each IDS then outstanding. In no event will the Company issue fractional IDSs hereunder. (b) For purposes of such written notice from this Section 2.1, the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on “IDS Share Number” shall be calculated at any time as follows: IDS Share Number = CS * K/A, where: CS = the number of shares offeredof Class A Common Stock, such limitation shall be imposed pro rata among such Holders who requested inclusion of Registrable Securities in such registration according Class B Common Stock and Class C Common Stock outstanding immediately prior to the number of Registrable Securities each such Holder requested to be included in such registration. Neither the Company nor any other shareholder may include shares in a registration effected under this Section 7.2 without the consent of the Holders holding a majority of the Registrable Securities sought to be included in such registration if the inclusion of shares by the Company or the other shareholders would limit the number of Registrable Securities sought to be included by the Holders or reduce the offering price thereof. No registration initiated by Initiating Holders hereunder shall count as a requests for registration under this Section 7.2 unless 2.1 being effected. K = the number of Class A Holdings Units represented by the ASLP Units or the number of Class A Holdings Units, as the case may be, to be redeemed pursuant to Section 2.4. With respect to a registration requested to fund a redemption of ASLP Units, K is calculated by multiplying (i) the number of Class A Holdings Units held by ASLP immediately prior to the requested redemption by (ii) a fraction, the numerator of which is the number of ASLP Units to be redeemed, and until it the denominator of which is the total number of ASLP Units then outstanding. With respect to a registration requested to fund the redemption of Class A Holdings Units, K shall have been declared effectiveequal the number of Class A Holdings Units to be redeemed. A = the number of Class A Holdings Units and Class B Holdings Units Beneficially Owned by the Company immediately prior to the requests for registration under this Section 2.1 being effected. (iiic) For purposes of this Section 2.1, the Holders “IDS Note Number” shall be calculated at any time as follows: IDS Note Number = N * L/C, where: N = the aggregate face amount of IDS Notes outstanding immediately prior to the Purchased Shares and the Conversion Shares shall have the right to demand requests for registration twice under this Section 7.2(a)2.1 being effected. L = the aggregate face amount of Holdings Notes represented by the ASLP Units or the face amount of Holdings Notes, as the case may be, to be redeemed pursuant to Section 2.4. With respect to a registration requested to fund a redemption of ASLP Units, L is calculated by multiplying (i) the aggregate face amount of Holdings Notes held by ASLP immediately prior to the requested registration by (ii) a fraction, the numerator of which is the number of ASLP Units to be redeemed, and the denominator of which is the total number of ASLP Units then outstanding. With respect to a registration requested to fund the redemption of Holdings Notes, L shall equal the aggregate face amount of Holdings Notes to be redeemed.