Common use of Requests for Registration by Holders Clause in Contracts

Requests for Registration by Holders. Subject to the terms and conditions of this Agreement, at any time and from time to time after the consummation of an Initial Public Offering, one or more Holders shall have the right, by delivering the Company a written notice (a “Demand Notice”), to require the Company to register Registrable Securities under the Securities Act covering all or part of such Holder or Holders’ Registrable Securities (which specifies the intended method or methods of disposition thereof) (a “Demand Registration”), and after receipt of a Demand Notice, the Company shall use its reasonable best efforts to effect a registration of Registrable Securities under the Securities Act; provided, that the Holders shall not make in the aggregate more than three (3) Demand Registrations each under this Agreement; provided, further, that: (i) no such Demand Registration may be required unless the Holders requesting such Demand Registration provide to the Company a certificate (the “Authorizing Certificate”) seeking to include Registrable Securities in such Demand Registration with an aggregate market value not less than $25,000,000 (calculated based on the closing sale price of such securities on the principal securities exchange where such securities are listed on the trading day immediately preceding the date of the Demand Notice) as of the date the Demand Notice is given, and (ii) no Demand Notice may be given prior to ninety (90) days after the effective date of the immediately preceding Demand Registration or, if later, the date on which a registration pursuant to this Section 3 is terminated in its entirety prior to the effective date of the applicable Registration Statement. The Authorizing Certificate shall set forth (A) the name of each Holder signing such Authorizing Certificate, (B) the number of Registrable Securities held by each such Holder, and, if different, the number of Registrable Securities such Holder has elected to have registered, and (C) the intended methods of disposition of the Registrable Securities. A Holder shall be permitted to withdraw in good faith all or a part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration, in which event the Company shall promptly amend or, if requested by the remaining Holders, promptly withdraw the related Registration Statement. A good faith decision by a Holder to withdraw Registrable Securities from registration shall not affect the Company’s obligations hereunder even if the amount remaining to be registered has an aggregate market value of $25,000,000 (calculated in the manner described above) as of the date the Demand Notice is given; provided, that: (1) subject to the satisfaction of the requirements in this Section 3, such continuing registration shall constitute a Demand Registration, (2) any withdrawing Holders (or the other Holders participating in the subject registration) did not include the withdrawn Registrable Securities in the Authorizing Certificate as a means of circumventing the applicable $25,000,000 threshold described in this Section 3(a), and (3) any withdrawing Holders shall reimburse the Company for any filing fees paid to the SEC with respect to the withdrawn Registrable Securities. A registration that is terminated in its entirety prior to the effective date of the applicable Registration Statement or that has not remained effective for the required period set forth in Section 3(b) shall not constitute a Demand Registration.

Requests for Registration by Holders. Subject to the terms and conditions of this Agreement, at At any time and from time to time after during which there is no Shelf Registration Statement that is effective under the consummation Securities Act so as to permit the offer and sale of an Initial Public Offeringall Registrable Securities thereunder, subject to the conditions set forth in this Agreement one or more Holders shall will have the right, by delivering the Company a written notice delivered to NBCi (a “Demand Notice”"DEMAND NOTICE"), to require the Company NBCi to register Registrable Securities under and in 4 accordance with the provisions of the Securities Act covering all (a "DEMAND REGISTRATION"), PROVIDED that effective on the date of this Agreement and subject to the conditions set forth herein (i) NBC, on behalf of NBC or part GE Sub, may not make more than four (4) Demand Registrations in total, one of such Holder which can be made on Form S-1 and one of which can be for a Shelf Registration, and CNET and Kitze, on behalf of Kitze or Holders’ Disc (for Registrable Securities (which specifies held by Disc on the intended method or methods of disposition thereof) (a “Demand Registration”date hereof), and after receipt of a Demand Notice, the Company shall use its reasonable best efforts to effect a registration of Registrable Securities under the Securities Act; provided, that the Holders shall may not make in the aggregate more than three (3) Demand Registrations each, of which, in the case of each under this Agreement; providedof CNET and Kitze, furtherone of which can be for a Shelf Registration and of which two (2) can be made on Form S-1 in the case of CNET and its transferees, that: and one (i1) can be made on Form S-1 in the case of Kitze, Disc and their respective transferees, (ii) no Demand Notice may be given prior to six (6) months after the effective date of the immediately preceding Demand Registration, (iii) no such Demand Registration may be required unless the Holders requesting such Demand Registration provide to the Company NBCi a certificate (the “Authorizing Certificate”) "AUTHORIZING CERTIFICATE"), seeking to include Registrable Securities in such Demand Registration with an aggregate a market value not less than of at least $25,000,000 (or $50,000,000 in the case of a Demand Notice for a Shelf Registration) (calculated based on the average closing sale price of such securities on the principal securities exchange or quotation system where such securities are listed on the trading day five business days immediately preceding the date of the Demand Notice) as of the date the Demand Notice is given, and (iiiv) no if a Demand Notice may be given prior is delivered to ninety (90) days after NBCi during the effective 60 day period commencing on the closing date of the immediately preceding Contribution Agreement by CNET, such Demand Registration orNotice will be given priority over any Demand Registrations or Shelf Registrations of Registrable Securities until such registration for CNET is effected, (v) if later, a Demand Notice is delivered to NBCi during the date 60 day period commencing on which a registration pursuant to this Section 3 is terminated in its entirety prior to the effective closing date of the applicable Contribution Agreement from a Holder other than CNET, NBCi will provide CNET with the opportunity to deliver a Demand Notice, which Demand Notice by CNET will be given priority over the previously delivered Demand Notice and any other Demand Notice until such registration for CNET is effected, (vi) if a Demand Notice is delivered to NBCi during the 12 month period commencing on the closing date of the Contribution Agreement, such Demand Registration Statementshall be an Underwritten Offering in accordance with Section 10, and (vii) in any Underwritten Offering, shares may be excluded by the underwriters based on market conditions and marketing factors. The Authorizing Certificate shall set forth (A) the name of each Holder signing such Authorizing Certificate, (B) the number of Registrable Securities held by each such Holder, and, if different, the number of Registrable Securities such Holder has elected to have registered, and (C) the intended methods of disposition of the Registrable Securities. A Holder shall be permitted to withdraw in good faith all or Notwithstanding the foregoing, a part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration, in which event the Company shall promptly amend or, if requested by the remaining Holders, promptly withdraw the related Registration Statement. A good faith decision by a Holder to withdraw Registrable Securities from registration shall will not affect the Company’s NBCi's obligations hereunder even if under this Section 3(a) unless the amount remaining to be registered has an aggregate a market value of less than $25,000,000 (calculated or $50,000,000 in the manner described abovecase of a Shelf Registration) (calculated as of the date the Demand Notice is given; provided, that: (1) subject to the satisfaction of the requirements in this Section 3, such continuing registration shall constitute a Demand Registration, (2) any withdrawing Holders (or the other Holders participating in the subject registration) did not include the withdrawn Registrable Securities in the Authorizing Certificate as a means of circumventing the applicable $25,000,000 threshold described in this Section 3(aaforesaid), and (3) any withdrawing Holders shall reimburse the Company for any filing fees paid to the SEC with respect to the withdrawn Registrable Securities. A registration that is terminated in its entirety prior to the effective date of the applicable Registration Statement or that has not remained effective for the required period set forth in Section 3(b) shall not constitute a Demand Registration.

Requests for Registration by Holders. Subject to the terms and conditions of this the Supplemental Agreement, at any time and from time to time after time, subject to the consummation of an Initial Public Offering, conditions set forth in this Agreement (i) one or more Holders shall will have the right, by delivering written notice delivered to the Company a written notice (a “Demand Notice”"DEMAND NOTICE"), to require the Company to register Registrable Securities under and in accordance with the provisions of the Securities Act covering all or part of such Holder or Holders’ Registrable Securities (which specifies the intended method or methods of disposition thereof) (a “Demand Registration”"DEMAND REGISTRATION"), and after receipt of a Demand Notice, the Company shall use its reasonable best efforts to effect a registration of Registrable Securities under the Securities Act; provided, PROVIDED that the Holders shall may not make in the aggregate more than three two (32) Demand Registrations each under this Agreement; providedPROVIDED, furtherFURTHER, that: that (i) no such Demand Registration may be required unless the Holders requesting such Demand Registration provide to the Company a certificate (the “Authorizing Certificate”) "AUTHORIZING CERTIFICATE"), seeking to include Registrable Securities in such Demand Registration with an aggregate a market value not less than of at least $25,000,000 20,000,000 in the case of any Underwritten Offering or $5,000,000 in all other cases (calculated based on the closing sale price of such securities on the principal securities exchange where such securities are listed on the trading business day immediately preceding the date of the Demand Notice) as of the date the Demand Notice is given, ; and (ii) no Demand Notice may be given prior to ninety six (906) days months after the effective date of the immediately preceding Demand Registration or, if later, the date on which a registration pursuant to this Section 3 2 is terminated in its entirety prior to the effective date of the applicable Registration Statementregistration statement. The Authorizing Certificate shall set forth (A) the name of each Holder signing such Authorizing Certificate, (B) the number of Registrable Securities held by each such Holder, and, if different, the number of Registrable Securities such Holder has elected to have registered, and (C) the intended methods of disposition of the Registrable Securities. A Holder shall be permitted to withdraw in good faith all or Notwithstanding the foregoing, a part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration, in which event the Company shall promptly amend or, if requested by the remaining Holders, promptly withdraw the related Registration Statement. A good faith decision by a Holder to withdraw Registrable Securities from registration shall will not affect the Company’s 's obligations hereunder even if the amount remaining to be registered has an aggregate a market value of less than $25,000,000 20,000,000 in the case of any Underwritten Offering or $5,000,000 in all other cases (calculated in the manner described above) as of the date the Demand Notice is given; providedaforesaid), that: PROVIDED that (1) subject to the satisfaction of the requirements in this Section 3, such continuing registration shall constitute a Demand Registration, (2) the withdrawing Holder reimburses the Company for any registration and filing fees (including any fees payable to the National Association of Securities Dealers, Inc. or any successor organization) it has incurred with respect to the withdrawn Registrable Securities (unless all Registrable Securities are withdrawn, in which case the withdrawing Holders Holder(s) shall reimburse the Company for all costs and expenses incurred by it in connection with the registration of such Registrable Securities) and (3) such Holder (or the other Holders participating in the subject registration) did not include the withdrawn Registrable Securities in the Authorizing Certificate as a means of circumventing the applicable $25,000,000 20,000,000 or $5,000,000 threshold described in this Section 3(a)above. Subject to compliance with clause (2) of the preceding proviso, and (3) any withdrawing Holders shall reimburse the Company for any filing fees paid to the SEC with respect to the withdrawn Registrable Securities. A a registration that is terminated in its entirety prior to the effective date of the applicable Registration Statement or that has not remained effective for the required period set forth in Section 3(b) shall registration statement will not constitute a Demand Registration.

Requests for Registration by Holders. Subject to the terms and conditions of this Agreement, at At any time and from time ------------------------------------ to time after during which there is no Shelf Registration Statement that is effective under the consummation Securities Act so as to permit the offer and sale of an Initial Public Offeringall Registrable Securities thereunder, subject to the conditions set forth in this Agreement one or more Holders shall will have the right, by delivering the Company a written notice delivered to NBCi (a “"Demand Notice”"), to require the Company NBCi to register Registrable Securities under and ------------- in accordance with the provisions of the Securities Act covering all (a "Demand ------ Registration"), provided that effective on the date of this Agreement and ------------ -------- subject to the conditions set forth herein (i) NBC, on behalf of NBC or part GE Sub, may not make more than four (4) Demand Registrations in total, one of such Holder which can be made on Form S-1 and one of which can be for a Shelf Registration, and CNET and Kitze, on behalf of Kitze or Holders’ Disc (for Registrable Securities (which specifies held by Disc on the intended method or methods of disposition thereof) (a “Demand Registration”date hereof), and after receipt of a Demand Notice, the Company shall use its reasonable best efforts to effect a registration of Registrable Securities under the Securities Act; provided, that the Holders shall may not make in the aggregate more than three (3) Demand Registrations each, of which, in the case of each under this Agreement; providedof CNET and Kitze, furtherone of which can be for a Shelf Registration and of which two (2) can be made on Form S-1 in the case of CNET and its transferees, that: and one (i1) can be made on Form S-1 in the case of Kitze, Disc and their respective transferees, (ii) no Demand Notice may be given prior to six (6) months after the effective date of the immediately preceding Demand Registration, (iii) no such Demand Registration may be required unless the Holders requesting such Demand Registration provide to the Company NBCi a certificate (the “"Authorizing Certificate”) "), seeking to include Registrable Securities in such ----------------------- Demand Registration with an aggregate a market value not less than of at least $25,000,000 (or $50,000,000 in the case of a Demand Notice for a Shelf Registration) (calculated based on the average closing sale price of such securities on the principal securities exchange or quotation system where such securities are listed on the trading day five business days immediately preceding the date of the Demand Notice) as of the date the Demand Notice is given, and (iiiv) no if a Demand Notice may be given prior is delivered to ninety (90) days after NBCi during the effective 60 day period commencing on the closing date of the immediately preceding Contribution Agreement by CNET, such Demand Registration orNotice will be given priority over any Demand Registrations or Shelf Registrations of Registrable Securities until such registration for CNET is effected, (v) if later, a Demand Notice is delivered to NBCi during the date 60 day period commencing on which a registration pursuant to this Section 3 is terminated in its entirety prior to the effective closing date of the applicable Contribution Agreement from a Holder other than CNET, NBCi will provide CNET with the opportunity to deliver a Demand Notice, which Demand Notice by CNET will be given priority over the previously delivered Demand Notice and any other Demand Notice until such registration for CNET is effected, (vi) if a Demand Notice is delivered to NBCi during the 12 month period commencing on the closing date of the Contribution Agreement, such Demand Registration Statementshall be an Underwritten Offering in accordance with Section 10, and (vii) in any Underwritten Offering, shares may be excluded by the underwriters based on market conditions and marketing factors. The Authorizing Certificate shall set forth (A) the name of each Holder signing such Authorizing Certificate, (B) the number of Registrable Securities held by each such Holder, and, if different, the number of Registrable Securities such Holder has elected to have registered, and (C) the intended methods of disposition of the Registrable Securities. A Holder shall be permitted to withdraw in good faith all or Notwithstanding the foregoing, a part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration, in which event the Company shall promptly amend or, if requested by the remaining Holders, promptly withdraw the related Registration Statement. A good faith decision by a Holder to withdraw Registrable Securities from registration shall will not affect the Company’s NBCi's obligations hereunder even if under this Section 3(a) unless the amount remaining to be registered has an aggregate a market value of less than $25,000,000 (calculated or $50,000,000 in the manner described abovecase of a Shelf Registration) (calculated as of the date the Demand Notice is given; provided, that: (1) subject to the satisfaction of the requirements in this Section 3, such continuing registration shall constitute a Demand Registration, (2) any withdrawing Holders (or the other Holders participating in the subject registration) did not include the withdrawn Registrable Securities in the Authorizing Certificate as a means of circumventing the applicable $25,000,000 threshold described in this Section 3(aaforesaid), and (3) any withdrawing Holders shall reimburse the Company for any filing fees paid to the SEC with respect to the withdrawn Registrable Securities. A registration that is terminated in its entirety prior to the effective date of the applicable Registration Statement or that has not remained effective for the required period set forth in Section 3(b) shall not constitute a Demand Registration.

Requests for Registration by Holders. Subject to the terms and conditions of this Agreement, at At any time and from time to time after during which there is no Shelf Registration Statement that is effective under the consummation Securities Act so as to permit the offer and sale of an Initial Public Offeringall Registrable Securities thereunder, subject to the conditions set forth in this Agreement one or more Holders shall will have the right, by delivering the Company a written notice delivered to NBCi (a “Demand Notice”"DEMAND NOTICE"), to require the Company NBCi to register Registrable Securities under and in accordance with the provisions of the Securities Act covering all (a "DEMAND REGISTRATION"), PROVIDED that effective on the date of this Agreement and subject to the conditions set forth herein (i) NBC, on behalf of NBC or part GE Sub, may not make more than four (4) Demand Registrations in total, one of such Holder which can be made on Form S-1 and one of which can be for a Shelf Registration, and CNET and Kitze, on behalf of Kitze or Holders’ Disc (for Registrable Securities (which specifies held by Disc on the intended method or methods of disposition thereof) (a “Demand Registration”date hereof), and after receipt of a Demand Notice, the Company shall use its reasonable best efforts to effect a registration of Registrable Securities under the Securities Act; provided, that the Holders shall may not make in the aggregate more than three (3) Demand Registrations each, of which, in the case of each under this Agreement; providedof CNET and Kitze, furtherone of which can be for a Shelf Registration and of which two (2) can be made on Form S-1 in the case of CNET and its transferees, that: and one (i1) can be made on Form S-1 in the case of Kitze, Disc and their respective transferees, (ii) no Demand Notice may be given prior to six (6) months after the effective date of the immediately preceding Demand Registration, (iii) no such Demand Registration may be required unless the Holders requesting such Demand Registration provide to the Company NBCi a certificate (the “Authorizing Certificate”) "AUTHORIZING CERTIFICATE"), seeking to include Registrable Securities in such Demand Registration with an aggregate a market value not less than of at least $25,000,000 (or $50,000,000 in the case of a Demand Notice for a Shelf Registration) (calculated based on the average closing sale price of such securities on the principal securities exchange or quotation system where such securities are listed on the trading day five business days immediately preceding the date of the Demand Notice) as of the date the Demand Notice is given, and (iiiv) no if a Demand Notice may be given prior is delivered to ninety (90) days after NBCi during the effective 60 day period commencing on the closing date of the immediately preceding Contribution Agreement by CNET, such Demand Registration orNotice will be given priority over any Demand Registrations or Shelf Registrations of Registrable Securities until such registration for CNET is effected, (v) if later, a Demand Notice is delivered to NBCi during the date 60 day period commencing on which a registration pursuant to this Section 3 is terminated in its entirety prior to the effective closing date of the applicable Contribution Agreement from a Holder other than CNET, NBCi will provide CNET with the opportunity to deliver a Demand Notice, which Demand Notice by CNET will be given priority over the previously delivered Demand Notice and any other Demand Notice until such registration for CNET is effected, (vi) if a Demand Notice is delivered to NBCi during the 12 month period commencing on the closing date of the Contribution Agreement, such Demand Registration Statementshall be an Underwritten Offering in accordance with Section 10, and (vii) in any Underwritten Offering, shares may be excluded by the underwriters based on market conditions and marketing factors. The Authorizing Certificate shall set forth (A) the name of each Holder signing such Authorizing Certificate, (B) the number of Registrable Securities held by each such Holder, and, if different, the number of Registrable Securities such Holder has elected to have registered, and (C) the intended methods of disposition of the Registrable Securities. A Holder shall be permitted to withdraw in good faith all or Notwithstanding the foregoing, a part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration, in which event the Company shall promptly amend or, if requested by the remaining Holders, promptly withdraw the related Registration Statement. A good faith decision by a Holder to withdraw Registrable Securities from registration shall will not affect the Company’s NBCi's obligations hereunder even if under this Section 3(a) unless the amount remaining to be registered has an aggregate a market value of less than $25,000,000 (calculated or $50,000,000 in the manner described abovecase of a Shelf Registration) (calculated as of the date the Demand Notice is given; provided, that: (1) subject to the satisfaction of the requirements in this Section 3, such continuing registration shall constitute a Demand Registration, (2) any withdrawing Holders (or the other Holders participating in the subject registration) did not include the withdrawn Registrable Securities in the Authorizing Certificate as a means of circumventing the applicable $25,000,000 threshold described in this Section 3(aaforesaid), and (3) any withdrawing Holders shall reimburse the Company for any filing fees paid to the SEC with respect to the withdrawn Registrable Securities. A registration that is terminated in its entirety prior to the effective date of the applicable Registration Statement or that has not remained effective for the required period set forth in Section 3(b) shall not constitute a Demand Registration.

Requests for Registration by Holders. Subject to the terms and conditions of this Agreement, at At any time and from time to time after the consummation earlier to occur of an Initial Public Offering(i) the Second Closing Date (as defined in the Securities Purchase Agreement), one (ii) the Termination Date (as defined in the Securities Purchase Agreement), or more (iii) September 30, 2000, subject to the conditions set forth in this Agreement: (i) the Holders shall will have the right, by delivering written notice delivered to the Company a written notice (a “"Demand Notice”"), to require the Company to register Registrable Securities under and in accordance with the provisions of the Securities Act covering all or part of such Holder or Holders’ Registrable Securities (which specifies the intended method or methods of disposition thereof) (a “"Demand Registration”"), and after receipt of a Demand Notice, the Company shall use its reasonable best efforts to effect a registration of Registrable Securities under the Securities Act; provided, provided that the Holders shall may not make in the aggregate more than three four (34) Demand Registrations each under this Agreement; provided, further, that: (i) no such Demand Registration may be required unless the Holders requesting such Demand Registration provide to the Company a certificate (the “"Authorizing Certificate”) "), seeking to include Registrable Securities in such Demand Registration with an aggregate a market value not less than of at least $25,000,000 5,000,000 (calculated based on the closing sale price of such securities on the principal securities exchange where such securities are listed on the trading business day immediately preceding the date of the Demand Notice) as of the date the Demand Notice is given, ; and (ii) no Demand Notice may be given prior to ninety six (906) days months after the effective date of the immediately preceding Demand Registration or, if later, the date on which a registration pursuant to this Section 3 2 is terminated in its entirety prior to the effective date of the applicable Registration Statementregistration statement. The Authorizing Certificate Each Demand Notice shall set forth (A) the name of each Holder signing the Holder(s) seeking to include Registrable Securities in such Authorizing CertificateDemand Registration, (B) the number of Registrable Securities held by each such Holder, and, if different, the number of Registrable Securities such Holder has elected to have registered, and (C) the intended methods of disposition of the Registrable Securities. A Holder shall be permitted to withdraw in good faith all or Notwithstanding the foregoing, a part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration, in which event the Company shall promptly amend or, if requested by the remaining Holders, promptly withdraw the related Registration Statement. A good faith decision by a Holder to withdraw Registrable Securities from registration shall will not affect the Company’s 's obligations hereunder even if the amount remaining to be registered has an aggregate a market value of less than $25,000,000 5,000,000 (calculated in the manner described above) as of the date the Demand Notice is given; providedaforesaid), provided that: (1) subject to the satisfaction of the requirements in this Section 3, such continuing registration shall constitute a Demand Registration, Registration and (2) any the withdrawing Holders (or the other Holders participating in the subject registration) did not include the withdrawn Registrable Securities in the Authorizing Certificate as a means of circumventing the applicable $25,000,000 threshold described in this Section 3(a), and (3) any withdrawing Holders shall reimburse Holder reimburses the Company for any registration and filing fees paid (including any fees payable to the SEC National Association of Securities Dealers, Inc. or any successor organization) it has incurred with respect to the withdrawn Registrable Securities (unless all Registrable Securities are withdrawn, in which case the withdrawing Holder(s) shall reimburse the Company for all registration and filing fees and other costs and expenses described in Section 6 incurred by it in connection with the registration of such Registrable Securities). A Subject to compliance with clause (2) of the proviso contained in the preceding sentence, a registration that is terminated in its entirety prior to the effective date of the applicable Registration Statement or that has not remained effective for the required period set forth in Section 3(b) shall registration statement will not constitute a Demand RegistrationRegistration and, notwithstanding the proviso contained in the preceding sentence, the withdrawing Holder shall not be obligated to reimburse the Company for any registration or filing fees or other costs and expenses incurred by the Company with respect to the withdrawn Registrable Securities if such withdrawal is based upon a material adverse event or change involving the Company that has occurred or been disclosed after the date of Holder's Demand Notice (including a decrease of 20% or more in the trading price of the Company's Common Stock, calculated based on the difference between the closing price of the Company's Common Stock on the date of the Demand Notice when compared with the closing price of the Company's Common Stock on the date that the Holder's request for withdrawal is transmitted to the Company) or material adverse information relating to the Company that has been disclosed to Holder after the date of Holder's Demand Notice.

Requests for Registration by Holders. Subject to the terms and conditions of this Agreement, at any time and from time to time after the consummation of an Initial a Public Offering, one or more the Holders shall have the right, by delivering the Company a written notice (a “Demand Notice”), to require the Company to register Registrable Securities under the Securities Act covering all or part of such Holder or the Holders’ Registrable Securities (which specifies the intended method or methods of disposition thereof) (a “Demand Registration”), and after receipt of a Demand Notice, the Company shall use its reasonable best efforts to effect a registration of Registrable Securities under the Securities Act; provided, that the Holders shall not make in the aggregate more than three two (32) Demand Registrations each under this Agreement; provided, further, that: (i) no such Demand Registration may be required unless the Holders requesting such Demand Registration provide to the Company a certificate (the “Authorizing Certificate”) seeking to include Registrable Securities in such Demand Registration with an aggregate market value not less than $25,000,000 5,000,000 (calculated based on the closing sale price of such securities on the principal securities exchange where such securities are listed on the trading day immediately preceding the date of the Demand Notice) as of the date the Demand Notice is given, and (ii) no Demand Notice may be given prior to ninety (90) days after the effective date of the immediately preceding Demand Registration or, if later, the date on which a registration pursuant to this Section 3 is terminated in its entirety prior to the effective date of the applicable Registration Statement. The Authorizing Certificate shall set forth (A) the name of each the Holder signing such Authorizing Certificate, Certificate and (B) the number of Registrable Securities held by each such Holder, and, if different, the number of Registrable Securities such Holder has elected to have registered, and (C) the intended methods of disposition of the Registrable Securities. A Holder The Holders shall be permitted to withdraw in good faith all or a part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration, in which event the Company shall promptly amend or, if requested by the remaining Holders, promptly withdraw the related Registration Statement. A good faith decision by a Holder to withdraw Registrable Securities from registration shall not affect the Company’s obligations hereunder even if the amount remaining to be registered has an aggregate market value of $25,000,000 (calculated in the manner described above) as of the date the Demand Notice is given; provided, that: (1) subject to the satisfaction of the requirements in this Section 3, such continuing registration shall constitute a Demand Registration, (2) any withdrawing Holders (or the other Holders participating in the subject registration) did not include the withdrawn Registrable Securities in the Authorizing Certificate as a means of circumventing the applicable $25,000,000 threshold described in this Section 3(a), and (3) any withdrawing Holders shall reimburse the Company for any filing fees paid to the SEC with respect to the withdrawn Registrable Securities. A registration that is terminated in its entirety prior to the effective date of the applicable Registration Statement or that has not remained effective for the required period set forth in Section 3(b) shall not constitute a Demand Registration.

Requests for Registration by Holders. Subject to the terms and conditions of this the Stockholder Agreement, at any time and from time to time after time, subject to the consummation of an Initial Public Offering, conditions set forth in this Agreement: (i) one or more Holders shall will have the right, by delivering written notice delivered to the Company a written notice (a “Demand Notice”"DEMAND NOTICE"), to require the Company to register Registrable Securities under and in accordance with the provisions of the Securities Act covering all or part of such Holder or Holders’ Registrable Securities (which specifies the intended method or methods of disposition thereof) (a “Demand Registration”"DEMAND REGISTRATION"), and after receipt of a Demand Notice, the Company shall use its reasonable best efforts to effect a registration of Registrable Securities under the Securities Act; provided, PROVIDED that the Holders shall may not make in the aggregate more than three four (34) Demand Registrations each under this Agreement; providedPROVIDED, furtherFURTHER, that: (i) no such Demand Registration may be required unless the Holders requesting such Demand Registration provide to the Company a certificate (the “Authorizing Certificate”) "AUTHORIZING CERTIFICATE"), seeking to include Registrable Securities in such Demand Registration with an aggregate a market value not less than of at least $25,000,000 100,000,000 in the case of any Underwritten Offering or $20,000,000 in all other cases (calculated based on the closing sale price of such securities on the principal securities exchange where such securities are listed on the trading business day immediately preceding the date of the Demand Notice) as of the date the Demand Notice is given, ; and (ii) no Demand Notice may be given prior to ninety six (906) days months after the effective date of the immediately preceding Demand Registration or, if later, the date on which a registration pursuant to this Section 3 2 is terminated in its entirety prior to the effective date of the applicable Registration Statementregistration statement. The Authorizing Certificate shall set forth (A) the name of each Holder signing such Authorizing Certificate, (B) the number of Registrable Securities held by each such Holder, and, if different, the number of Registrable Securities such Holder has elected to have registered, and (C) the intended methods of disposition of the Registrable Securities. A Holder shall be permitted to withdraw in good faith all or Notwithstanding the foregoing, a part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration, in which event the Company shall promptly amend or, if requested by the remaining Holders, promptly withdraw the related Registration Statement. A good faith decision by a Holder to withdraw Registrable Securities from registration shall will not affect the Company’s 's obligations hereunder even if the amount remaining to be registered has an aggregate a market value of less than $25,000,000 100,000,000 in the case of any Underwritten Offering or $20,000,000 in all other cases (calculated in the manner described above) as of the date the Demand Notice is given; providedaforesaid), provided that: (1) subject to the satisfaction of the requirements in this Section 3, such continuing registration shall constitute a Demand Registration, (2) the withdrawing Holder reimburses the Company for any registration and filing fees (including any fees payable to the National Association of Securities Dealers, Inc. or any successor organization) it has incurred with respect to the withdrawn Registrable Securities (unless all Registrable Securities are withdrawn, in which case the withdrawing Holders Holder(s) shall reimburse the Company for all costs and expenses incurred by it in connection with the registration of such Registrable Securities) and (3) such Holder (or the other Holders participating in the subject registration) did not include the withdrawn Registrable Securities in the Authorizing Certificate as a means of circumventing the applicable $25,000,000 100,000,000 or $20,000,000 threshold described in this Section 3(a)above. Subject to compliance with clause (2) of the preceding proviso, and (3) any withdrawing Holders shall reimburse the Company for any filing fees paid to the SEC with respect to the withdrawn Registrable Securities. A a registration that is terminated in its entirety prior to the effective date of the applicable Registration Statement or that has not remained effective for the required period set forth in Section 3(b) shall registration statement will not constitute a Demand Registration.

Requests for Registration by Holders. Subject to the terms and conditions of this Agreement, at At any time and from time to time after the consummation earlier to occur of an Initial Public Offering(i) the Second Closing Date (as defined in the Securities Purchase Agreement), one (ii) the Termination Date (as defined in the Securities Purchase Agreement), or more (iii) September 30, 2000, subject to the conditions set forth in this Agreement: (i) the Holders shall will have the right, by delivering written notice delivered to the Company a written notice (a “Demand Notice”"DEMAND NOTICE"), to require the Company to register Registrable Securities under and in accordance with the provisions of the Securities Act covering all or part of such Holder or Holders’ Registrable Securities (which specifies the intended method or methods of disposition thereof) (a “Demand Registration”"DEMAND REGISTRATION"), and after receipt of a Demand Notice, the Company shall use its reasonable best efforts to effect a registration of Registrable Securities under the Securities Act; provided, PROVIDED that the Holders shall may not make in the aggregate more than three four (34) Demand Registrations each under this Agreement; providedPROVIDED, furtherFURTHER, that: (i) no such Demand Registration may be required unless the Holders requesting such Demand Registration provide to the Company a certificate (the “"Authorizing Certificate”) "), seeking to include Registrable Securities in such Demand Registration with an aggregate a market value not less than of at least $25,000,000 5,000,000 (calculated based on the closing sale price of such securities on the principal securities exchange where such securities are listed on the trading business day immediately preceding the date of the Demand Notice) as of the date the Demand Notice is given, ; and (ii) no Demand Notice may be given prior to ninety six (906) days months after the effective date of the immediately preceding Demand Registration or, if later, the date on which a registration pursuant to this Section 3 2 is terminated in its entirety prior to the effective date of the applicable Registration Statementregistration statement. The Authorizing Certificate Each Demand Notice shall set forth (A) the name of each Holder signing the Holder(s) seeking to include Registrable Securities in such Authorizing CertificateDemand Registration, (B) the number of Registrable Securities held by each such Holder, and, if different, the number of Registrable Securities such Holder has elected to have registered, and (C) the intended methods of disposition of the Registrable Securities. A Holder shall be permitted to withdraw in good faith all or Notwithstanding the foregoing, a part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration, in which event the Company shall promptly amend or, if requested by the remaining Holders, promptly withdraw the related Registration Statement. A good faith decision by a Holder to withdraw Registrable Securities from registration shall will not affect the Company’s 's obligations hereunder even if the amount remaining to be registered has an aggregate a market value of less than $25,000,000 5,000,000 (calculated in the manner described above) as of the date the Demand Notice is given; providedaforesaid), provided that: (1) subject to the satisfaction of the requirements in this Section 3, such continuing registration shall constitute a Demand Registration, Registration and (2) any the withdrawing Holders (or the other Holders participating in the subject registration) did not include the withdrawn Registrable Securities in the Authorizing Certificate as a means of circumventing the applicable $25,000,000 threshold described in this Section 3(a), and (3) any withdrawing Holders shall reimburse Holder reimburses the Company for any registration and filing fees paid (including any fees payable to the SEC National Association of Securities Dealers, Inc. or any successor organization) it has incurred with respect to the withdrawn Registrable Securities (unless all Registrable Securities are withdrawn, in which case the withdrawing Holder(s) shall reimburse the Company for all registration and filing fees and other costs and expenses described in Section 6 incurred by it in connection with the registration of such Registrable Securities). A Subject to compliance with clause (2) of the proviso contained in the preceding sentence, a registration that is terminated in its entirety prior to the effective date of the applicable Registration Statement or that has not remained effective for the required period set forth in Section 3(b) shall registration statement will not constitute a Demand RegistrationRegistration and, notwithstanding the proviso contained in the preceding sentence, the withdrawing Holder shall not be obligated to reimburse the Company for any registration or filing fees or other costs and expenses incurred by the Company with respect to the withdrawn Registrable Securities if such withdrawal is based upon a material adverse event or change involving the Company that has occurred or been disclosed after the date of Holder's Demand Notice (including a decrease of 20% or more in the trading price of the Company's Common Stock, calculated based on the difference between the closing price of the Company's Common Stock on the date of the Demand Notice when compared with the closing price of the Company's Common Stock on the date that the Holder's request for withdrawal is transmitted to the Company) or material adverse information relating to the Company that has been disclosed to Holder after the date of Holder's Demand Notice.

Requests for Registration by Holders. Subject to the terms and conditions of this the Shareholder Agreement, at any time and from time to time after time, subject to the consummation of an Initial Public Offering, conditions set forth in this Agreement: (i) one or more Holders shall will have the right, by delivering written notice delivered to the Company a written notice (a “Demand Notice”), to require the Company to register Registrable Securities under and in accordance with the provisions of the Securities Act covering all or part of such Holder or Holders’ Registrable Securities (which specifies the intended method or methods of disposition thereof) (a “Demand Registration”), and after receipt of a Demand Notice, the Company shall use its reasonable best efforts to effect a registration of Registrable Securities under the Securities Act; provided, provided that the Holders shall may not make in the aggregate more than three four (34) Demand Registrations each under this Agreement; provided, further, that: (i) no such Demand Registration may be required unless the Holders requesting such Demand Registration provide to the Company a certificate (the “Authorizing Certificate”) ), seeking to include at least two million (2,000,000) shares of Registrable Securities in such Demand Registration with an aggregate market value not less than $25,000,000 (calculated based on the closing sale price of such securities on the principal securities exchange where such securities are listed on the trading day immediately preceding the date of the Demand Notice) as of the date the Demand Notice is given, ; and (ii) no Demand Notice may be given prior to ninety six (906) days months after the effective date of the immediately preceding Demand Registration or, if later, the date on which a registration pursuant to this Section 3 2 is terminated in its entirety prior to the effective date of the applicable Registration Statementregistration statement. The Authorizing Certificate shall set forth (A) the name of each Holder signing such Authorizing Certificate, (B) the number of Registrable Securities held by each such Holder, and, if different, the number of Registrable Securities such Holder has elected to have registered, and (C) the intended methods of disposition of the Registrable Securities. A Holder shall be permitted to withdraw in good faith all or Notwithstanding the foregoing, a part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration, in which event the Company shall promptly amend or, if requested by the remaining Holders, promptly withdraw the related Registration Statement. A good faith decision by a Holder to withdraw Registrable Securities from registration shall will not affect the Company’s obligations hereunder even if the amount remaining to be registered has an aggregate market value is fewer than two million (2,000,000) shares of $25,000,000 (calculated in the manner described above) as of the date the Demand Notice is given; providedRegistrable Securities, provided that: (1) subject to the satisfaction of the requirements in this Section 3, such continuing registration shall constitute a Demand Registration, (2) the withdrawing Holder reimburses the Company for any registration and filing fees (including any fees payable to the Financial Industry Regulatory Authority, Inc. or any successor organization) it has incurred with respect to the withdrawn Registrable Securities (unless all Registrable Securities are withdrawn, in which case the withdrawing Holders Holder(s) shall reimburse the Company for all costs and expenses incurred by it in connection with the registration of such Registrable Securities) and (3) such Holder (or the other Holders participating in the subject registration) did not include the withdrawn Registrable Securities in the Authorizing Certificate as a means of circumventing the applicable $25,000,000 threshold of two million (2,000,000) shares of Registrable Securities described in this Section 3(a)above. Subject to compliance with clause (2) of the preceding proviso, and (3) any withdrawing Holders shall reimburse the Company for any filing fees paid to the SEC with respect to the withdrawn Registrable Securities. A a registration that is terminated in its entirety prior to the effective date of the applicable Registration Statement or that has not remained effective for the required period set forth in Section 3(b) shall registration statement will not constitute a Demand Registration.