Common use of Right to Demand Registration Clause in Contracts

Right to Demand Registration. Commencing June 30, 2002, at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.

Right to Demand Registration. Commencing June 30Subject to the terms of any holdback agreement as provided in Section 6(c) and the limitations provided in this Section 6(a)(i) and Section 6(a)(ii), 2002, the Investors shall each have the right at any time or from time following the IPO Date to time when make a written request of the Company for registration (including a Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under Registration) with the Securities Act and Exchange Commission (includingthe “Commission”), but not limited to, if under and in accordance with the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under provisions of the Securities Act or any comparable successor formAct, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register of all or part of the Registrable Stock beneficially owned and held of record by such Holders' Investor (each a “Demand Registration” and such Investor, the “Demanding Investor”); provided, that during the first two years following the IPO Date, the consent of at least two of the Principal Investors shall be required prior to any Investor exercising a Demand Registration (it being understood that if the Demanding Investor is a Principal Investor the consent of only one additional Principal Investor shall be required to exercise a Demand Registration); and provided, further, that the Company may defer such Demand Registration for a single period not to exceed 90 days during any one year period if the Board determines in the exercise of its reasonable judgment that to effect such Demand Registration at such time would have a material adverse effect on the Company, including interfering with any pending or potential acquisition, disposition or securities offering of the Company. Within ten (10) days after receipt of the request for a Demand Registration in accordance with this Section 6(a)(i) and Section 6(a)(ii), the Company will send written notice (the “Demand Notice”) of such registration request and its intention to comply therewith to all of the Investors and, subject to Section 6(a)(iii) below, the Company will include in such registration all the Registrable Securities Stock with respect to which the Company has received written requests from any Investor for inclusion therein within twenty (a "Request"20) (which Request shall Business Days after the date such Demand Notice is received. All requests made pursuant to this Section 6(a)(i) will specify the amount aggregate quantity of Registrable Securities intended Stock requested to be disposed of by such Holders registered and will also specify the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after Upon receipt of a RequestDemand Notice, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its commercially reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the effect registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so Stock to be registered in accordance with the intended method of disposition thereof distribution specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective writing by the SEC Demanding Investor as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to maintain the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement registration until the first to occur of (to A) the extent actually incurredcompletion of such distribution or (B) ninety (90) days (one-hundred eighty (180) days in the case of a Shelf Registration); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration the Company becomes and is made (A) because at the time of its receipt of a material adverse change Demand Notice a “well-known seasoned issuer” (as defined in Rule 405 promulgated under the businessSecurities Act) and is eligible to file an “automatic shelf registration statement” (as defined in Rule 405 promulgated under the Securities Act), financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such shall cause any Shelf Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 6 to be effected pursuant to an “automatic shelf registration statement” (and shall not be counted toward as defined in Rule 405 promulgated under the number of Demand RegistrationsSecurities Act). If available to the Company, and the Company will effect such registration on Form S-3 or any equivalent or successor form under the Securities Act in which event it shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior use its commercially reasonable efforts to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of maintain the effectiveness of any other Demand Registration Statement. The such registration rights granted pursuant to the provisions for a period of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofone-hundred eighty (180) days.

Right to Demand Registration. Commencing June 30, 2002(a) Subject to the terms of Section 4.1(b), at any time or and from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act time, (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to x) JPM may request in writing that the Company register effect the registration of all or part of its Registrable Securities and (y) any Holder or group of Holders (excluding JPM) representing at least 33% of all Registrable Securities then outstanding, may request in writing that the Company (the “Demanding Holders”) effect the registration (a “Demand Registration”) of all or part of such Demanding Holder’s or Holders' ’ Registrable Securities (a "Request") with the SEC under and in accordance with the provisions of the Securities Act (which Request written request shall be addressed to the Secretary of the Company, shall state that the request is for a Demand Registration pursuant to this Section 4.1 and shall specify (i) the amount then current name and address of such Demanding Holder or Holders, (ii) the aggregate number of shares of Registrable Securities intended requested to be disposed of registered in such registration by such Holders Holder or group of Holders, (iii) the total number of shares of New Common Stock then held by such Demanding Holder or Holders, and (iv) the intended method or methods means of disposition thereofdistribution). The Company shall notify each other Holder of such request (by delivering a copy of such request to each such Holder) for registration and each other Holder may, by filing with written notice to the SEC a Demand Registration Statement. As promptly as practicable, but Company given no later than 10 days Business Days after receipt of a Request, the Company Company’s notice is given to such Holder (which notice shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration specify (i) the Registrable Securities intended to be disposed then-current name and address of by the Initiating Holders and Holder, (ii) the Registrable Securities intended to be disposed aggregate number of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with such registration by such Holder or group of Holders, and (iii) the intended method total number of disposition thereof specified shares of New Common Stock then held by such Holder), request that all or a part of such Holder’s Registrable Securities be included in such Requestregistration. The Company shall use its best efforts to have such Demand file a Registration Statement declared effective covering such Demanding Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request"applicable Filing Date) and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing after receipt of such Demand Registration Statement (to the extent actually incurred)request; provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated required to effect take any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted action pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.IV:

Right to Demand Registration. Commencing June 30, 2002Subject to Section 4(b) below, at any time or from time a Holder shall be entitled to time when the Shelf make a written request (“Demand Registration Statement provided Request”) to Constar for in Section 2.1 has not become or is not effective registration under the Securities Act of all or part of the Registrable Securities owned by it (includinga “Demand Registration”) (which Demand Registration Request shall specify the intended number of Registrable Securities to be disposed of), but not limited toand Constar shall use its best efforts to effect such registration in accordance with the terms hereof; provided, however, that (x) prior to the effective date of a registration statement with respect to a Demand Registration Request, if the Company is not eligible Board of Directors of Constar determines in the exercise of its reasonable judgment that due to a pending or contemplated material acquisition or disposition or public offering or other material event it would be inadvisable to effect such Demand Registration at such time (which facts the Participating Holders will keep confidential and not trade upon), Constar may defer such Demand Registration for a continuous offering using period not to exceed 120 days, which right to defer may not be exercised more than once during any twelve month period, and (y) if Constar elects not to effect the Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement. A Holder shall be entitled in its Demand Registration Request to request Constar to effect, and Constar shall effect, such Demand Registration under a Form S-3 registration statement in reliance upon pursuant to Rule 415 under the Securities Act (or any comparable successor form, Rule or statuterule) (a “Shelf Registration Statement”), the Majority Holders shall have the right if Constar is then entitled to request in writing that the Company register all or part of use such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofstatement.

Right to Demand Registration. Commencing At any time on and after the earliest to occur of (i) the termination of the Reorganization Agreement, (ii) any breach by Issuer of its obligations under this Agreement or the Reorganization Agreement and (iii) June 30, 20022000, at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has holders of not become or is not effective less than twenty (20%) percent of the Registrable Securities, as the case may be (collectively, the "Offerors"), may request registration under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register of all or part of such Holders' their Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration StatementSecurities. As promptly as practicable, but no later than 10 Within seven days after receipt of a Requestany such request, the Company shall Issuer will give written notice of such requested registration request to all Holders other holders of securities of the Issuer entitled to notice of or the right to participate in such registrations ("Other Registrable Securities. Subject to Section 2.2(b), the Company shall ") and will include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration all Other Registrable Securities with respect to which Issuer has received written requests for inclusion therein within 20 days after the receipt of such Issuer's notice. A registration requested pursuant to this Section 7.1(a) is referred to herein as a "Demand Registration". A Demanding Stockholder may make a written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC request for a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the foregoing in respect of equity securities of Issuer that it intends to convert into shares of Common Stock upon the effectiveness of the Registration Statement prepared in connection with such demand, and Issuer shall fulfill its obligations under this Section 7.1(a) in a manner that permits such Demanding Stockholder to exercise its conversion rights in respect of such equity securities and substantially contemporaneously sell the shares of Common Stock issuable upon such conversion under such Registration Statement. A request pursuant to this Section shall state the number of Registrable Securities requested to be registered, the intended method of disposition thereof specified and the jurisdictions in such Requestwhich registration is desired. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant In connection with any registration subject to this Section 2.27.1(a), unless the Holders holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable outregistration shall enter into such underwriting, lock-of-pocket Registration Expenses relating to the preparation up and filing of such Demand Registration Statement (to the extent actually incurred); providedother agreements, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations)execute and complete such questionnaires and other documents, and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion as are customary in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofprimary offering.

Right to Demand Registration. Commencing June 30, 2002, The Carlyle Holders and WCAS Holders shall each have the right at any time or from time following the IPO Date to time when make a written request of the Shelf Registration Statement provided Company for in Section 2.1 has not become or is not effective under registration with the Securities Act and Exchange Commission (includingthe "COMMISSION"), but not limited to, if under and in accordance with the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under provisions of the Securities Act or any comparable successor formAct, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register of all or part of the Registrable Interests held of record and beneficially by such Carlyle Holders and WCAS Holders' Registrable Securities , as applicable (each a "RequestDEMAND REGISTRATION" and such Carlyle Holders and WCAS Holders, as applicable, the "DEMANDING HOLDER"); provided, that (x) the Company need not effect a Demand Registration of less than $75 million of gross proceeds, and (y) the Company may defer such Demand Registration for a single period not to exceed 120 days during any one year period if the Board determines in the exercise of its reasonable judgment that to effect such Demand Registration at such time would have a material adverse effect on the Company, including interfering with any pending or potential acquisition, disposition or securities offering of the Company. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the "DEMAND NOTICE") of such registration request and its intention to comply therewith to all holders of Registrable Interests and, subject to subsection (iii) below, the Company will include in such registration all the Registrable Interests with respect to which Request shall the Company has received written requests for inclusion therein within twenty (20) Business Days after the date such Demand Notice is given. All requests made pursuant to this subsection (i) will specify the amount aggregate number of Registrable Securities intended Interests requested to be disposed of by such Holders registered and will also specify the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after Upon receipt of a RequestDemand Notice, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its commercially reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the effect registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so Interests to be registered in accordance with the intended method of disposition thereof distribution specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective writing by the SEC Demanding Holder as soon as practicable thereafter and to keep maintain the effectiveness of such Demand Registration Statement continuously effective registration for the a period specified in Section 4.1(b)of ninety (90) days. A Request may be withdrawn prior If available to the filing of Company, the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior Company will effect such registration on Form S-3 or an equivalent form in which event it shall use its commercially reasonable efforts to maintain the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement registration for a period of one-hundred and eighty (to the extent actually incurred)180) days; provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months a registration on Form S-3 or an equivalent form if the managing underwriter or underwriters determine that using a different registration form is in the best interests of the effectiveness of any Company and/or the Demanding Holder and other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofholders.

Right to Demand Registration. Commencing June 30Subject to Section 4(b) below, 2002, at any time or from time the Stockholder shall be entitled to time when make ua written request (“Demand Registration Request”) to the Shelf Registration Statement provided Company for registration with the Commission under and in Section 2.1 has not become or is not effective under accordance with the provisions of the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register of all or part of such Holders' the Registrable Securities owned by it (a "Request"“Demand Registration”) (which Demand Registration Request shall specify the amount intended number of Registrable Securities intended to be disposed of by such Holders holder and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurredthereof); provided, however, that (i) the Company may, if the Board of Directors so determines in the exercise of its reasonable judgment that due to a Withdrawn Request pending or Withdrawn contemplated acquisition or disposition or public offering it would be inadvisable to effect such Demand Registration is made at such time, defer such Demand Registration for a single period not to exceed ninety (A90) because days but, if requested by the party requesting such Demand Registration, the Company shall prepare for such Demand Registration so that it will be in a position to file for such Demand Registration promptly following the expiration of a material adverse change such period; provided, however, that the Company may not defer Demand Registrations more than once in any 365-day period, and (ii) if the businessCompany elects not to effect the Demand Registration pursuant to the terms of this sentence, financial condition or prospects no Demand Registration shall be deemed to have occurred for purposes hereof. Promptly after receipt of the Demand Registration Request, the Company determined, in will serve written notice (the case “Demand Notice”) of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount such Demand Registration Request to all holders of Registrable Securities and, subject to be sold paragraph (c) below, the Company will include in such offering be reduced registration all Registrable Securities of such holders with respect to which the Company has received written requests for inclusion therein from such holders within five (5) business days after the receipt by the applicable holder of the Demand Notice. All requests made pursuant to this Section 2.2(b4(a) by more than 33% will specify the aggregate number of the Registrable Securities to be included in such Registration Statement, or (C) because registered and will also specify the intended methods of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofdisposition thereof.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c) and to this Section, at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute)time, the Majority Holders Stockholders shall have the right to request in writing that the Company register all or part of such HoldersStockholders' Registrable Securities having an aggregate expected offering price of at least $10 million (or, if the expected offering price of all remaining Registrable Securities should be less than $10 million, such lesser amount) (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders Stockholders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 twenty (20) days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Stockholders owning Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration Registration, in addition to any other securities it may elect to include, (i) the Registrable Securities intended to be disposed of by the Initiating Holders Stockholders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights Stockholder which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 twenty (20) days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its commercially reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such HoldersStockholders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its best commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders Stockholders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders Stockholders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders Stockholders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurredincurred and no Request for a Demand Registration may be made for 90 days following the date of such withdrawal); provided, ; however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.62.7, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior therewith and the 90 day limitation referred to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company above shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statementapplicable. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30, 2002(i) Subject to Section 2.1(c), at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute)time, the Majority Initiating Holders shall have the right to request in writing that the Company register all or part of such Holders' ’ Registrable Securities (a "“Request"”) (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 five (5) days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (ix) the Registrable Securities intended to be disposed of by the Initiating Holders and (iiy) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 calendar days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to but in any event within 90 calendar days (the “Demand Registration Filing Deadline”), cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests. The Company shall use its reasonable best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter thereafter, but in any event within 180 calendar days following a Request (the “Demand Registration Effectiveness Deadline”) and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.

Right to Demand Registration. Commencing June 30Subject to the provisions hereof, 2002, at any time or from time to time when after an Initial Public Offering and until the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited toTermination Date, if any Shareholder or Shareholders holding at least 10% of the Company is not eligible to effect a continuous offering using a Form S-3 Shares held by the Shareholders (the “Initiating Shareholders”), request registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register equivalent foreign securities laws of all or part of such Holders' the Registrable Securities Company Shares (a "“Demand Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request”), the Company shall use its best efforts to promptly file a registration statement on Form X-0, Xxxx X-0 or such other form under the Securities Act or equivalent foreign securities laws then available to the Company providing for the resale pursuant to Rule 415 or applicable foreign regulation from time to time by the Shareholders of such number of shares of Registrable Company Shares requested by the Initiating Shareholders to be registered thereby (including the Prospectus, amendments and supplements to the shelf registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, or any disclosure document required by such foreign securities laws in such registration statement, the “Shelf Registration Statement”). The Company shall, within ten (10) Business Days after receipt of such Demand Request, give written notice of such requested registration request to all Holders of Registrable Securities. Subject the other Shareholders, and subject to Sections 2(b), 2(c) and Section 2.2(b)5, the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause the Shelf Registration Statement to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC or equivalent foreign regulatory body as soon promptly as practicable thereafter and to keep following such Demand filing. Neither the Company nor any Shareholders may include Company Shares in such Shelf Registration Statement, other than the Initiating Shareholders, without the prior written consent of the holders of the majority of the Registrable Company Shares held by the Initiating Shareholders. The Company shall maintain the effectiveness of the Shelf Registration Statement continuously effective for until the period specified earlier of (a) the first date as of which all the shares of Registrable Company Shares included in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Shelf Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be sold or (b) such time that all shares included in such Registration Statement reimburse the cease to be Registrable Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because Shares. If holders of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% majority of the Registrable Securities Company Shares held by the Initiating Shareholders request to be included register such Registrable Company Shares in an underwritten offering, such Registration Statement, holders shall have the right to select the managing underwriter or (C) because of a postponement of underwriters to administer such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2offering; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant such selected underwriter is reasonably acceptable to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofCompany.

Right to Demand Registration. Commencing June 30, 2002, at At any time on and after the earlier of (i) August 25, 2009, or from time to time when (ii) six months after the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if date on which the Company is not eligible to effect a continuous has effected an initial public offering using a Form S-3 registration statement in reliance upon Rule 415 of any share capital (or securities convertible into or exchangeable or exercisable for any share capital) under the Securities Act or the securities laws of any comparable successor form, Rule or statute)other jurisdiction, the Majority Preferred Holders shall have holding not less than 50% of the right to Subject Shares may request in writing that registration under the Company register Securities Act or the securities laws of such other jurisdiction of all or part of their Registrable Securities, so long as such Holders' Registrable Securities registration would result in aggregate proceeds to the Company, net of underwriting discounts and commissions, of at least $7,500,000. Within seven (a "Request"7) (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Requestany such request, the Company shall will give written notice of such requested registration request to all other Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall Securities and will include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 twenty (20) days after the receipt of such written notice from the Company’s notice; provided, that if such registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be included exceeds the number of securities which can be sold in such offering without materially adversely affecting such sale, the Company will include in such registration the number of Registrable Securities requested to be included which in the opinion of such managing underwriters can be sold pro rata among the respective Holders of such Registrable Securities on the basis of the amount of such securities owned by each such Holder of Registrable Securities as of the date of the Company’s notice. The Company shall, as expeditiously as possible following a Request, shall use its reasonable best efforts to cause any Demand Registration to be filed with the SEC as soon as practicable after it receives a Demand Registration Statement providing request for the registration under this Section 5.1(a). A registration requested pursuant to this Section 5.1(a) is referred to herein as a “Demand Registration” and the Securities Act Holders of the Registrable Securities which initiating any such Registration are referred to herein as the Company has been so “Offerors” with respect to such Registration. A request pursuant to this Section 5.1 shall state the number of Registrable Securities requested to register by all such Holdersbe registered, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified and the jurisdictions in such Requestwhich registration is desired. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant In connection with any registration subject to this Section 2.25.1, unless the Holders holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation registration shall enter into such underwriting, lockup and filing of such Demand Registration Statement (to the extent actually incurred); providedother agreements, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations)execute and complete such questionnaires and other documents, and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion as are customary in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofprimary offering.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Investor Holders and the Majority Institutional Investor Holders shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) in any Demand Registration other than an Initial Public Offering, the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Investor Holders of the Registration or, in the event of a Demand Registration requested by the Majority Institutional Investor Holders, the Majority Institutional Investors of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Investor Holders of the Registration or, in the event of a Demand Registration requested by the Majority Institutional Investor Holders, the Majority Institutional Investor Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred), provided; provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.1(b) by more than 3320% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.62.7, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30(a) If the Initial Registration Statement under Article III is no longer effective, 2002subject to the remainder of Section 4.1(b), at any time or and from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act time, (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to x) DBSI may request in writing that the Company register effect the registration of all or part of its Registrable Securities, (y) SP may request in writing that the Company effect the registration of all or part of its Registrable Securities, and (z) any Holder or group of Holders (excluding DBSI and SP) representing at least 33 1/3% of all Qualified Registrable Securities then outstanding, may request in writing (the “Demanding Holders”) that the Company effect the registration (a “Demand Registration”) of all or part of such Demanding Holder’s or Holders' ’ Registrable Securities (a "Request") with the SEC under and in accordance with the provisions of the Securities Act (which Request written request shall be addressed to the Secretary of the Company, shall state that the request is for a Demand Registration pursuant to this Section 4.1 and shall specify (i) the amount then current name and address of such Demanding Holder or Holders, (ii) the aggregate number of shares of Registrable Securities intended requested to be disposed of registered in such registration by such Holders Holder or group of Holders, (iii) the total number of shares of Common Stock then held by such Demanding Holder or Holders, and (iv) the intended method or methods means of disposition thereofdistribution). The Company shall notify each other Holder of such request (by delivering a copy of such request to each such other Holder) for registration and each other Holder may, by filing with written notice to the SEC a Demand Registration Statement. As promptly as practicable, but Company given no later than 10 days Business Days after receipt of a Request, the Company Company’s notice is given to such Holder (which notice shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration specify (i) the Registrable Securities intended to be disposed then-current name and address of by the Initiating Holders and Holder, (ii) the aggregate number of shares of Registrable Securities intended requested to be disposed registered in such registration by such Holder or group of by any other Holder Holders, and (iii) the total number of shares of Common Stock then held by such Holder), request that all or a part of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of such Holder’s Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof included in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Requestregistration. The Company shall use its best efforts to have such Demand file a Registration Statement declared effective covering such Demanding Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request"applicable Filing Date) and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing after receipt of such Demand Registration Statement (to the extent actually incurred)request; provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated required to effect take any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted action pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.IV:

Right to Demand Registration. Commencing June 30, 2002, at At any time following 180 days after the IPO Date (or from time to time when such longer period as may be reasonably required by the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under managing underwriters of the Securities Act Company's IPO) and (including, but not limited to, if A) the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders Xxxxxx Partnership shall have the right to make one written request, and (B) JWC shall have the right to make two written requests, and (C) AT&T shall have the right to make one written request in writing that (each, a "Demanding Stockholder" and, collectively, the "Demanding Stockholders") to the Company register for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of such Holders' their Registrable Securities pursuant to an underwritten offering (a "RequestDemand Registration") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount number of Registrable Securities proposed to be sold in the offering; PROVIDED, HOWEVER, that (x) the Company need not effect a Demand Registration unless the sale of the Registrable Securities proposed to be sold by the Demanding Stockholder shall reasonably be expected to result in aggregate gross proceeds of at least $25.0 million, and (y) if the Board of Directors determines that a Demand Registration would interfere with any pending or contemplated material acquisition, disposition, financing or other material transaction, the Company may defer a Demand Registration (including by withdrawing any Registration Statement filed in connection with a Demand Registration); so long as that the aggregate of all such deferrals shall not exceed ninety (90) days in any 360-day period. A Demand Registration shall not be deemed a Demand Registration hereunder until such Demand Registration has been declared effective by the Commission (without interference by any stop order, injunction or other order or requirement of the Commission or other governmental agency, for any reason), and maintained continuously effective for a period of at least six (6) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration. A Demanding Stockholder may make a written request for a Demand Registration in accordance with the foregoing in respect of Company Stock that it intends to convert into shares of Common Stock to be registered) to upon the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders effectiveness of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and prepared in connection with such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations)demand, and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion fulfill its obligations under this Article 5 in a Demand manner that permits such Demanding Stockholder to exercise its conversion rights in respect of such Company Stock and substantially contemporaneously sell the shares of Common Stock issuable upon such conversion under such Registration may, at any time prior Statement. In addition to the effective date rights set forth above, each of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice Demanding Stockholders shall have the right to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided demand that the Company shall file a registration statement on Form S-3 (or any successor form to Form S-3) for an offering of Registrable Securities in which at least $15.0 million of gross proceeds are reasonably expected therefrom, PROVIDED that the Company is not be obligated to effect participate in any "road-show" or exceptional marketing, diligence or other efforts in connection with such offering. This additional demand registration may be a one year "shelf-registration." The procedures and limitations for effecting the registration of the Registrable Securities on Form S-3 (or any successor form to Form S-3), including the procedure used for any underwriting limitation, shall be as set forth in this Article 5. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the "Demand Notice") of such Registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities and, subject to Section 5(a)(ii), the Company will include in such Demand Registration all Registrable Securities of such Stockholders with respect to which the Company has received written requests for inclusion therein within six months of twenty (20) days after the effectiveness of any other last date such Demand Registration Statement. The registration rights granted Notice was deemed to have been given pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof14.1.

Right to Demand Registration. Commencing June 30Subject to Section 4(b) ---------------------------- below, 2002, at any time or from time CVC and the holders of a majority of the Registrable Securities (the "WEP Shares") held by WEP on the date hereof (the "WEP Holders") shall be entitled to time when make a written request ("Demand Registration Request") to the Shelf Registration Statement provided Company for registration with the Commission under and in Section 2.1 has not become or is not effective under accordance with the provisions of the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register of all or part of such Holders' the Registrable Securities owned by it (a "RequestDemand Registration") (which Demand Registration Request shall specify the amount intended number of Registrable Securities intended to be disposed of by such Holders holder and the intended method or methods of disposition thereof); provided, that (i) by filing with the SEC Company may, -------- if the Board of Directors so determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition or public offering it would be inadvisable to effect such Demand Registration Statementat such time, defer such Demand Registration for a single period not to exceed 180 days, and (ii) if the Company elects not to effect the Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement. As promptly as practicable, but no later than Within 10 days after receipt of a the Demand Registration Request, the Company shall give will serve written notice (the "Notice") of such requested registration Demand Registration Request to all Holders holders of Registrable Securities. Subject Securities and, subject to Section 2.2(b)paragraph (c) below, the Company shall will include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration all Registrable Securities of such holders with respect to which the Company has received written requests for inclusion therein from such holders within 20 fifteen (15) business days after the receipt of such written notice from by the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act applicable holder of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such RequestNotice. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected All requests made pursuant to this Section 2.2, unless paragraph 4(a) will specify the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% aggregate number of the Registrable Securities to be included in such Registration Statement, or (C) because registered and will also specify the intended methods of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofdisposition thereof.

Right to Demand Registration. Commencing June 30Subject to Section 3(b) below, 2002, (i) the holders of a majority of Sterling Registrable Securities shall be entitled to make written requests ("Demand Registration Requests") at any time or and from time to time when and (ii) the Shelf holders of a majority of the CMP Registrable Securities shall be entitled to make one Demand Registration Statement provided Request at any time commencing at the earlier of (A) the sixth anniversary of the date hereof or (B) the expiration of 180 days after the Company has consummated a Qualified Public Offering (or otherwise has a class of equity securities registered pursuant to Section 12 of the Exchange Act), in each case to the Company for registration with the Commission under and in Section 2.1 has not become or is not effective under accordance with the provisions of the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon registrations under Rule 415 promulgated under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register Act) of all or part of such Holders' the Sterling Registrable Securities or CMP Registrable Securities, as the case may be, owned by them (a "RequestDemand Registration") (which Demand Registration Request shall specify the amount intended number of Sterling Registrable Securities intended or CMP Registrable Securities, as the case may be, to be disposed of by such Holders holders, the anticipated price range for such offering and the intended method or methods of disposition thereof); provided that (i) by filing with the SEC Company may, if the Board of Directors so determines in the exercise of its reasonable judgment, that due to a pending or contemplated acquisition or disposition or public offering it would be inadvisable to effect such Demand Registration Statementat such time, defer such Demand Registration for a single period not to exceed 180 days. As promptly as practicable, but no later than Within 10 days after receipt of a the Demand Registration Request, the Company shall give will serve written notice of such requested registration Demand Registration Request to all Holders holders of Registrable Securities. Subject Securities and, subject to Section 2.2(b)paragraph (b) below, the Company shall will include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration all Registrable Securities of such holders with respect to which the Company has received written requests for inclusion therein from such holders within 20 15 business days after duly given to the receipt applicable holder of such written the notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected All requests made pursuant to this Section 2.2, unless paragraph 4(a) will specify the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% aggregate number of the Registrable Securities to be included in such Registration Statement, or (C) because registered and will also specify the intended methods of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofdisposition thereof.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders each Initial Holder shall have the right to request in writing that the Company register all or part of such Holders' Holder's Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders Holder and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all other Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders Holder and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 30 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible promptly, following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration. The Company shall use its reasonable best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration Initiating Holder (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration Initiating Holder (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred), in which case such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.1 (and shall not be counted toward the number of Demand Registrations); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration Statement is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.1(b) by more than 3325% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30, 2002, at Cypress shall have the right on any time three occasions after the earlier to occur of the (i) expiration of any lock-up period (not to exceed the later of 90 days or from time to time when such longer lock-up period as may be required by the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective underwriters) required by the underwriters after the first registration by the Company of Common Stock under the Securities Act (including, but not limited to, if other than any registrations on Form S-4 or Form S-8 or a similar successor form) or (ii) third anniversary of the date of this Agreement to make a written request of the Company is not eligible to effect a continuous offering using a Form S-3 for registration statement with the Commission, under and in reliance upon Rule 415 under accordance with the provisions of the Securities Act or any comparable successor formAct, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register of all or part of such Holders' their Registrable Securities (a "RequestDemand Registration"); provided that (1) (which Request the Company shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC not effect a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of unless the Registrable Securities which are the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing subject of such Demand Registration Statement shall either represent all of the Cypress Shares or constitute at least 5% of the issued and outstanding Common Stock of the Company on the date of such written request, (2) if the Board of Directors determines in the exercise of its reasonable judgment that to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn effect such Demand Registration is made (A) because of at such time would have a material adverse change in effect on the businessCompany, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in may defer such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant for a single period not to this Section 2.2 exceed 180 days, (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason3) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect obtain audited financial statements for any period other than at and as of the end of a fiscal year of the Company nor shall the Company be obligated to prepare unaudited financial statements for any period at or ending on a fiscal year end of the Company, except to the extent that any applicable Laws adopted after the date hereof require such financial statements for all registration statements on the applicable form filed with the Commission, (4) the Company shall not be required to file a registration statement with the Commission for a Demand Registration during any lock-up period (not to exceed the later of 90 days or such longer lock-up period as may be required by the underwriters) required by the underwriters after a registration by the Company of Common Stock under the Securities Act and (5) the Company shall be obligated to effect only the number of Demand Registrations set forth in subsection 4(b)(ii) below. Within ten days after receipt of the request for a Demand Registration, the Company will send written notice (the "Notice") of such registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities and, subject to subsection (iii) below, the Company will include in such registration all Registrable Securities of such Stockholders with respect to which the Company has received written requests for inclusion therein within six months of 15 business days after the effectiveness of any other Demand Registration Statementthe Notice. The registration rights granted All requests made pursuant to this subsection (b)(i) will specify the provisions aggregate number of this Section 2.2 shall Registrable Securities requested to be in addition to registered and will also specify the registration rights granted pursuant to the other provisions intended methods of Article II hereofdisposition thereof.

Right to Demand Registration. Commencing June 30Each of (A) a Qualified Holder, 2002and (B) Management Stockholders that in the aggregate Beneficially Own at least 50.1% of the shares of Class A Voting Common Stock then Beneficially Owned by the Management Stockholders (each a "Demanding Stockholder" and, at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute)collectively, the Majority Holders "Demanding Stockholders") shall have the right to make a written request in writing that to the Company register for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of such Holders' their Registrable Securities pursuant to an underwritten offering (a "RequestDemand Registration") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount number of Registrable Securities or shares of Common Stock proposed to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register sold by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred)each Demanding Stockholder; provided, however, that if (x) the Company need not effect a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change unless in the business, financial condition or prospects of aggregate the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% sale of the Registrable Securities proposed to be included sold by the Demanding Stockholder shall reasonably be expected to result in aggregate gross proceeds to such Demanding Stockholder of at least $10 million, and (y) if the Board of Directors determines that a Demand Registration Statementwould interfere with any pending or contemplated material acquisition, disposition, financing or other material transaction, the Company may defer a Demand Registration (Cincluding by withdrawing any Registration Statement filed in connection with a Demand Registration); so long as that the aggregate of all such deferrals shall not exceed one hundred twenty (120) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal days in any 360-day period. Demand Registration shall not be treated as deemed a Demand Registration effected pursuant hereunder until such Demand Registration has been declared effective by the Commission (without interference by any stop order, injunction or other order or requirement of the Commission or other governmental agency, for any reason), and maintained continuously effective for a period of at least three (3) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration; provided, however, that a Qualified Holder may, not more frequently than once in any twelve (12) month period, request that the Demand Registration be a shelf registration that is maintained continuously effective for a period of at least six (6) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration, and may be one (whether or not a shelf) in which the plan of distribution covers any short sale, collar, hedging or other derivative transaction and the settlement thereof (including, without limitation, the issuance of a security which is convertible into, exercisable for, or payable either mandatorily or at the option of the issuer of such security in shares of Common Stock). A Demanding Stockholder may make a written request for a Demand Registration in accordance with the foregoing in respect of Equity Securities that it intends to this Section 2.2 (and shall not be counted toward convert into shares of Class A Voting Common Stock upon the number effectiveness of Demand Registrations)the Registration Statement prepared in connection with such demand, and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion fulfill its obligations under this Section 5 in a Demand manner that permits such Demanding Stockholder to exercise its conversion rights in respect of such Equity Securities and substantially contemporaneously sell the shares of Class A Voting Common Stock issuable upon such conversion under such Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Statement. The Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall will not be obligated to effect more than two (2) separate Demand Registrations during any twelve (12) month period; provided, however, that only one (1) request for a Demand Registration within six months may be exercised by (i) AT&T PCS and/or (ii) Management Stockholders that in the aggregate Beneficially Own at least 50.1% of the effectiveness shares of Class A Voting Common Stock then Beneficially Owned by the Management Stockholders during any other twelve (12) month period. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the "Demand Notice") of such Registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities and, subject to Section 5(a)(ii), the Company will include in such Demand Registration Statement. The registration rights granted all Registrable Securities of such Stockholders with respect to which the Company has received written requests for inclusion therein within twenty (20) days after the last date such Demand Notice was deemed to have been given pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof12.1.

Right to Demand Registration. Commencing June 30, 2002, If at any time or from time following the adjustment of the number of Featherlite Shares upon acceptance of the Closing Balance Sheet in accordance with the first paragraph of section 2.7 of this Agreement, the holders of a majority of the Featherlite Shares issued in the Exchange shall request in writing to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective Featherlite that it register under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under sale by the Securities Act Shareholders of all or any comparable successor formportion of the Featherlite Shares issued in the Exchange and received by the Shareholders from Xxxxxxxx Motorcoach in connection therewith, Rule or statuteshares of capital stock that are issued to the Shareholders in respect of, or in exchange or in substitution for, any Featherlite Shares by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, stock split, sale of assets, distribution to shareholders or combination of the shares of Featherlite Common Stock or any other change in Featherlite's capital structure ("Registrable Shares"), the Majority Holders then Featherlite shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders prepare and the intended method or methods of disposition thereof) by filing file with the SEC a Demand registration statement on Form S-3 (the "Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, ") covering the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act Shareholders' sale of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred)Shares; provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because the shares of a material adverse change Featherlite Common Stock received in the businessExchange shall cease to be Registrable Shares upon any sale, financial condition to the extent they are sold, pursuant to a registration statement under the Securities Act or prospects upon such time as and to the extent that such shares in the hands of the Company determined, Shareholders are eligible for sale in a single transaction under Rule 144 under the case Securities Act. Featherlite shall use all reasonable efforts to cause the Registration Statement to remain effective until the earlier of an Underwritten Offering, by (i) two years after the sole or lead managing Underwriter in its reasonable discretionEffective Time, or (Bii) because such time as all Registrable Shares in the sole or lead managing Underwriter advises that the amount hands of Registrable Securities to any single Shareholder can then be sold by such Shareholder in such offering be reduced a single transaction pursuant to Section 2.2(b) by more than 33% of Rule 144 under the Registrable Securities to be included in such Registration StatementAct, or (Ciii) because such time as all Registrable Shares included therein have been sold or cease to be Registrable Shares. Before filing the Registration Statement or the prospectus contained therein, or any amendment or supplement thereto, with the SEC, Featherlite will furnish to one counsel selected by the Shareholders copies of a postponement all such documents proposed to be filed, which documents will be subject to the review of such registration pursuant counsel. Featherlite will promptly notify the Shareholders of any stop order issued or threatened by the SEC and take all reasonable actions required to Section 2.6prevent the entry of such stop order or to remove it if entered. The Shareholders, then such withdrawal with the consent of Featherlite (which consent shall not be treated as a Demand Registration effected unreasonably withheld), shall have the right to select the investment bankers and manager or co-managers that will administer an offering of Registrable Shares pursuant to this Section 2.2 (and shall not be counted toward section 6.1. Notwithstanding the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the foregoing provisions of this Section 2.2 shall be in addition section 6.1, the right given to the Shareholders to demand registration rights granted pursuant hereunder shall continue in effect only so long as either (i) Xxxxxx Xxxxxxxx continues to be employed by Featherlite at the other provisions time that such right is exercised or (ii) if Xxxxxx Xxxxxxxx is not then employed by Featherlite, Xxxxxx Xxxxxxxx'x termination of Article II hereofemployment shall not have been voluntary or based on termination for "cause," as such term is defined in the employment agreement described in section 5.8.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.01(c), at any time or and from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute)time, the Majority Holders shall have the right to request in writing that the Company register the resale of all or part of such the Holders' ’ Registrable Securities (a "“Request"”) (which Request shall specify the amount of Registrable Securities intended to be disposed of by such requesting Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 15 days after receipt of a Request, the Company shall give written notice of such requested registration to all other Holders of Registrable Securities. Subject to Section 2.2(b2.01(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock intended to be registereddisposed of by the requesting Holder and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible possible, following a Request, use its commercially reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the resale of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) registering the resale from time to time by the Holders thereof of all of the Registrable Securities upon and following the exercise from time to time of the Warrants, if so requested and if the Company is then eligible to use such a registration method). The Company shall use its reasonable best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b4.01(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "“Withdrawn Request"”) and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "“Withdrawn Demand Registration"”), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.01, unless the Holders of Registrable Securities the resale of which was to be included in registered under such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred), in which case such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.01 (and shall not be counted toward the number of Demand Registrations); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration Statement is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.01(b) by more than 3315% of the Registrable Securities the resale of which was to be included in registered under such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.01 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 2.01 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.2(c) and only if an Initial Public Offering has not been previously completed, at any time commencing on or from time to time when after the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under first anniversary of the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute)date hereof, the Majority Investor Holders or the Majority Management Holders shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior up to and including the effectiveness thereof time of pricing by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred), provided; provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 3320% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.62.7, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior up to and including the effective date time of pricing of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (includingtime, but not limited to, if the Company is not eligible to effect upon receipt of a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing from the Holders of at least 50% of the total Registrable Securities outstanding that the Company register all or part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 15 days after receipt of a Request, the Company shall give written notice of such requested registration to all other Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Subject to the Company's redemption right pursuant to Section 2.1(h), the Company shall, as expeditiously as possible possible, following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such Request. Request or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration.) The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Initiating Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Initiating Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred), in which case such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.1 (and shall not be counted toward the number of Demand Registrations); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration Statement is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.1(b) by more than 3310% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c) and to this Section, at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute)time, the Majority Holders Stockholders shall have the right to request in writing that the Company register all or part of such HoldersStockholders' Registrable Securities having an aggregate expected offering price of at least $10 million (or, if the expected offering price of all remaining Registrable Securities should be less than $10 million, such lesser amount) (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders Stockholders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 20 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Stockholders owning Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration Registration, in addition to any other securities it may elect to include, (i) the Registrable Securities intended to be disposed of by the Initiating Holders Stockholders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights Stockholder which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its commercially reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such HoldersStockholders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its best commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders Stockholders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders Stockholders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders Stockholders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurredincurred and no Request for a Demand Registration may be made for 90 days following the date of such withdrawal); provided, ; however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.62.7, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior therewith and the 90 day limitation referred to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company above shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statementapplicable. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30on the date that is six months from the date hereof, 2002the Shareholders, at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor formof them, Rule or statute), the Majority Holders shall have the right at any time to make a written request in writing that of the Company register for registration with the Securities and Exchange Commission (the “Commission”), under and in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), of all or part of such Holders' the Registrable Securities held of record and beneficially by such Shareholder(s), as applicable (each a "Request"“Demand Registration” and the relevant shareholders, the “Demanding Holder”); provided, however, that the Company may defer such Demand Registration for a single period not to exceed 120 days during any one year period if the board of directors of the Company (the “Board”) determines in the exercise of its reasonable judgment that to effect such Demand Registration at such time would have a material adverse effect on the Company, including interfering with any pending or potential acquisition, disposition or securities offering of the Company. Within ten (which Request shall specify 10) days after receipt of the amount request for a Demand Registration, the Company will send written notice (the “Demand Notice”) of such registration request and its intention to comply therewith to all holders of Registrable Securities intended and, subject to Section 1.1(c), the Company will include in such registration all the Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) Business Days after the date such Demand Notice is given. For purposes of this Agreement, the term “Business Day” means any day except a Saturday or a Sunday or other day on which commercial banking institutions in New York, New York are authorized to be disposed closed. All requests made pursuant to this Section 1.1(a) will specify the aggregate number of by such Holders Registrable Securities requested to be registered and will also specify the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after Upon receipt of a RequestDemand Notice, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its commercially reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the effect registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof distribution specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective writing by the SEC Demanding Holder as soon as practicable thereafter and to keep maintain the effectiveness of such Demand Registration Statement continuously effective registration for the a period specified in Section 4.1(b)of ninety (90) days. A Request may be withdrawn prior If available to the filing of Company, the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior Company will effect such registration on Form S-3 or an equivalent form in which event it shall use its commercially reasonable efforts to maintain the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement registration for a period of one-hundred and eighty (to the extent actually incurred)180) days; provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months a registration on Form S-3 or an equivalent form if the managing underwriter or underwriters determine that using a different registration form is in the best interests of the effectiveness of any Company and/or the Demanding Holder and other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofholders.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.2(c), at any time or from commencing after the effective time to time when of the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute)Purchase Agreement, the Majority Holders shall have the right to request in writing that the Company register all or part of such Holders' ’ Registrable Securities (a "“Request"”) (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 ten (10) calendar days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b2.5(d), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 twenty (20) calendar days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "“Withdrawn Request"”) and a Demand Registration Statement may be withdrawn at any time (and for any reason) prior to the effectiveness thereof by the Majority Holders of the such Demand Registration Statement (a "“Withdrawn Demand Registration"”), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred), provided; provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 3320% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.62.7, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior up to the effective date effectiveness of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30on the expiration of the lock-up period applicable to Stifel in connection with the IPO, 2002, at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders Stifel shall have the right at any time to make a written request in writing that of the Company register for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of such Holders' its Registrable Securities (each a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn “Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred”); provided, however, that if (x) the Company need not effect a Withdrawn Request or Withdrawn Demand Registration is made of less than $5 million of gross proceeds, and (Ay) because the Company may defer such Demand Registration for a single period not to exceed 90 days during any one year period if the Company shall, within 10 Business Days of such receipt of such request, furnish to Stifel a material adverse change in certificate signed by the businessChief Executive Officer, financial condition President or prospects any other senior officer of the Company determinedstating that the Company has pending or in process a material transaction, the disclosure of which would, in the case good faith judgment of an Underwritten Offeringthe Board of Directors of the Company, by the sole or lead managing Underwriter in after consultation with its reasonable discretionoutside counsel, or (B) because the sole or lead managing Underwriter advises materially and adversely affect such transaction and that the amount filing of Registrable Securities to be sold in a registration statement would require disclosure of such offering be reduced pursuant to Section 2.2(b) by more than 33% material transaction. If the Company shall so defer the filing of the Registrable Securities to be included in such a Registration Statement, or (C) because of a postponement of such Stifel shall have the right to withdraw the request for registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering giving written notice to the Company revoking within 20 days of the anticipated termination date of the postponement period, as provided in such requested inclusion. No more than three Requests may be made by all Holders certificate delivered to Stifel, and in the aggregate event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which Stifel is entitled pursuant to the terms herein. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the “Demand Notice”) of such registration request and its intention to comply therewith to Stifel and, subject to Section 2(c), the Company will include in such registration all the Registrable Securities with respect to which the Company has received written request for inclusion therein within 15 Business Days after the date such Demand Notice is given. All requests made pursuant to this Section 2.2; provided that 2(a) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof. Upon receipt of a Demand Notice, the Company shall not use its commercially reasonable efforts to file a registration statement registering for resale such number of Registrable Securities as requested to be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted so registered pursuant to the provisions of this Section 2.2 shall 2(a) within 60 days after Stifel’s request therefor, and (ii) if necessary, to cause such registration statement to be in addition to declared effective by the registration rights granted pursuant to the other provisions of Article II hereofCommission as soon as practical thereafter.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders each Initial Holder shall have the right to request in writing that the Company register all or part of such Holders' Holder's Registrable Securities (a "RequestREQUEST") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders Holder and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all other Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders Holder and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 30 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible promptly, following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "SHELF REGISTRATION") if so requested and if the Company is then eligible to use such a registration. The Company shall use its reasonable best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration Initiating Holder (a "Withdrawn RequestWITHDRAWN REQUEST") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration Initiating Holder (a "Withdrawn Demand RegistrationWITHDRAWN DEMAND REGISTRATION"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred), in which case such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.1 (and shall not be counted toward the number of Demand Registrations); providedPROVIDED, howeverHOWEVER, that if a Withdrawn Request or Withdrawn Demand Registration Statement is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.1(b) by more than 3325% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30, 2002, Stockholders holding at least 40% of the Registrable Securities then outstanding (calculated on a fully-diluted basis) (referred to herein as a "Demanding Group") shall have the right at any time or from time to time when after the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective date ninety (90) days after the first registration of Common Stock under the Securities Act (including, but not limited to, if other than any registration on Form S-8 or a similar successor form) (the "Trigger Date") to make a written request of the Company is not eligible to effect a continuous offering using a Form S-3 for registration statement with the Commission, under and in reliance upon Rule 415 under accordance with the provisions of the Securities Act or any comparable successor formAct, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register of all or part of such Holders' their Registrable Securities (a "RequestDemand Registration"); PROVIDED, that (x) the Company may, if the Board of Directors determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition, to effect such Demand Registration at such time would have a material adverse effect on the Company, defer such Demand Registration for a single period not to exceed one hundred eighty (180) days (but if the Company elects to defer any Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement) and (y) the Company shall be obligated pursuant to this Section 3(b)(1) to effect only the number of Demand Registrations set forth in subsection 3(b)(2) below. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the "Notice") (which Request shall specify the amount of such registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities intended and, subject to subsection (3) below, the Company will include in such registration all Registrable Securities of such Stockholders with respect to which the Company has received written requests for the effectiveness of the Notice. All requests made pursuant to this subsection (b)(1) will specify the aggregate number of Registrable Securities requested to be disposed of by such Holders registered and will also specify the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any time or from time to time when after release of this Agreement from the Shelf Registration Statement provided for Escrow Account (as defined in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), Loan Agreement) the Majority Holders shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Warrants and Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its commercially reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its best commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, ; however, that if a Withdrawn Request or Withdrawn Demand Registration Statement is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.1(b) by more than 3340% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.62.7, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the permitted number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith; provided, further, that the Majority Holders of the Registration shall be entitled to only one Withdrawn Request or Withdrawn Registration pursuant to clause (B) above. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing At any time on and after the ---------------------------- earliest to occur of (i) the termination of the Reorganization Agreement, (ii) any breach by Issuer of its obligations under this Agreement or the Reorganization Agreement and (iii) June 30, 20022000, at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has holders of not become or is not effective less than twenty (20%) percent of the Registrable Securities, as the case may be (collectively, the "Offerors"), may request registration under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register of all or part of such Holders' their Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration StatementSecurities. As promptly as practicable, but no later than 10 Within seven days after receipt of a Requestany such request, the Company shall Issuer will give written notice of such requested registration request to all Holders other holders of securities of the Issuer entitled to notice of or the right to participate in such registrations ("Other Registrable Securities. Subject to Section 2.2(b), the Company shall ") and will include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration all Other Registrable Securities with respect to which Issuer has received written requests for inclusion therein within 20 days after the receipt of such Issuer's notice. A registration requested pursuant to this Section 7.1(a) is referred to herein as a "Demand Registration". A Demanding Stockholder may make a written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC request for a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the foregoing in respect of equity securities of Issuer that it intends to convert into shares of Common Stock upon the effectiveness of the Registration Statement prepared in connection with such demand, and Issuer shall fulfill its obligations under this Section 7.1(a) in a manner that permits such Demanding Stockholder to exercise its conversion rights in respect of such equity securities and substantially contemporaneously sell the shares of Common Stock issuable upon such conversion under such Registration Statement. A request pursuant to this Section shall state the number of Registrable Securities requested to be registered, the intended method of disposition thereof specified and the jurisdictions in such Requestwhich registration is desired. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant In connection with any registration subject to this Section 2.27.1(a), unless the Holders holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable outregistration shall enter into such underwriting, lock-of-pocket Registration Expenses relating to the preparation up and filing of such Demand Registration Statement (to the extent actually incurred); providedother agreements, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations)execute and complete such questionnaires and other documents, and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion as are customary in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofprimary offering.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute)time, the Majority Investor Holders shall have the right to request in writing that the Company register all or part of such Holders' Investor Holder's Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 15 days after receipt of a Request, the Company shall give written notice of such requested registration to all other Investor Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (iA) the Registrable Securities intended to be disposed of by the Initiating Investor Holders initiating the Request and (iiB) the Registrable Securities intended to be disposed of by any other Investor Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible (subject to the terms of Section 4.1) following a Request, use its reasonable best efforts to cause to be filed file with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Investor Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.

Right to Demand Registration. Commencing June 30, 2002Subject to the limitations set forth in this Section 2.1, at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (includingtime, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders Holder shall have the right to request in writing (a "Request") that the Company register all or any part of such Holders' Holder's Registrable Securities (a "Request") which are not at such time included in an effective Shelf Registration under Section 2.3 (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof of such Registrable Securities in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). Notwithstanding the foregoing, the Company will not be required to file a Demand Registration Statement for Registrable Securities if the reasonably anticipated aggregate price to the public for such Registrable Securities would be less than $100 million. A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided provided, however, that the Company shall not be obligated to effect if any Demand Registration within six months of Statement shall be withdrawn prior to the effectiveness thereof as a result of any other such Holder or Holders having revoked its or their request for inclusion in such Demand Registration Statement, such withdrawing Holder or Holders, on a pro rata basis, as the case may be, shall reimburse the Company for the reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred). The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.01(c), at any time or and from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute)time, the Majority Holders shall have the right to request in writing that the Company register the resale of all or part of such the Holders' ’ Registrable Securities (a "“Request"”) (which Request shall specify the amount of Registrable Securities intended to be disposed of by such requesting Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 15 days after receipt of a Request, the Company shall give written notice of such requested registration to all other Holders of Registrable Securities. Subject to Section 2.2(b2.01(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock intended to be registereddisposed of by the requesting Holder and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible possible, following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the resale of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) registering the resale from time to time by the Holders thereof of all of the Registrable Securities upon and following the exercise from time to time of the Warrants, if so requested and if the Company is then eligible to use such a registration method). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b4.01(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "“Withdrawn Request"”) and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "“Withdrawn Demand Registration"”), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.01, unless the Holders of Registrable Securities the resale of which was to be included in registered under such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred), in which case up to two such withdrawals shall not be treated as a Demand Registration effected pursuant to this Section 2.01 (and shall not be counted toward the number of Demand Registrations); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration Statement is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.01(b) by more than 3315% of the Registrable Securities the resale of which was to be included in registered under such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.01 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.

Right to Demand Registration. Commencing June 30, 2002, The Carlyle Holders and WCAS Holders shall each have the right at any time or from time to time when make a written request of the Shelf Registration Statement provided Company for in Section 2.1 has not become or is not effective under registration (any such request, a “Stockholder Demand”) with the Securities Act and Exchange Commission (includingthe “Commission”), but not limited to, if under and in accordance with the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under provisions of the Securities Act or any comparable successor formAct, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register of all or part of the Registrable Shares held of record and beneficially by such Carlyle Holders and WCAS Holders' , as applicable (each a “Demand Registration” and such Carlyle Holders and WCAS Holders, as applicable, the “Demanding Holder”); provided that (x) the Company need not effect a Demand Registration of less than $75 million of gross proceeds, and (y) the Company may defer such Demand Registration for a single period not to exceed one-hundred and twenty (120) days during any 1-year period if the Board determines in the exercise of its reasonable judgment that to effect such Demand Registration at such time would have a material adverse effect on the Company, including interfering with any pending or potential acquisition, disposition or securities offering of the Company. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the “Demand Notice”) of such registration request and its intention to comply therewith to all holders of Registrable Securities Shares and, subject to subsection (a "Request"iii) below, the Company will include in such registration all the Registrable Shares with respect to which the Company has received written requests for inclusion therein within twenty (which Request shall 20) Business Days after the date such Demand Notice is given. All requests made pursuant to this subsection (i) will specify the amount aggregate number of Registrable Securities intended Shares requested to be disposed of by such Holders registered and will also specify the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after Upon receipt of a RequestStockholder Demand, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its commercially reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the effect registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so Shares to be registered in accordance with the intended method of disposition thereof distribution specified in writing by the Demanding Holder as soon as practicable and to maintain the effectiveness of such Requestregistration for a period of ninety (90) days. The If available to the Company, the Company will effect such registration on Form S-3 or an equivalent form and, if requested by the Demanding Holder, such registration will be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of the Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission, in either which event the Company shall use its best commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to maintain the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement registration for a period of one-hundred and eighty (to the extent actually incurred)180) days; provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months a registration on Form S-3 or an equivalent form if the managing underwriter or underwriters determine that using a different registration form is in the best Interests of the effectiveness of any Company and/or the Demanding Holder and other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofholders.

Right to Demand Registration. Commencing June 30on the expiration of the lock-up period applicable to the Investors in connection with the IPO, 2002, at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders each Holder shall have the right at any time to make a written request in writing that of the Company register for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of such Holders' its Registrable Securities (each a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders “Demand Registration” and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a RequestHolder, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred“Demanding Holder”); provided, however, that if (x) the Company need not effect a Withdrawn Request or Withdrawn Demand Registration is made of less than $10 million of gross proceeds, and (Ay) because the Company may defer such Demand Registration for a single period not to exceed 90 days during any one year period if the Company shall, within 10 Business Days of such receipt of such request, furnish to the Demanding Holder a material adverse change in certificate signed by the businessChief Executive Officer, financial condition President or prospects any other senior officer of the Company determinedstating that the Company has pending or in process a material transaction, the disclosure of which would, in the case good faith judgment of an Underwritten Offeringthe Board of Directors of the Company, by the sole or lead managing Underwriter in after consultation with its reasonable discretionoutside counsel, or (B) because the sole or lead managing Underwriter advises materially and adversely affect such transaction and that the amount filing of Registrable Securities to be sold in a registration statement would require disclosure of such offering be reduced pursuant to Section 2.2(b) by more than 33% material transaction. If the Company shall so defer the filing of the Registrable Securities to be included in such a Registration Statement, or (C) because of a postponement of such the Demanding Holder shall have the right to withdraw the request for registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering giving written notice to the Company revoking within 20 days of the anticipated termination date of the postponement period, as provided in such requested inclusioncertificate delivered to the Demanding Holder, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such Holder is entitled pursuant to the terms herein. No more than three Requests may be made by Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the “Demand Notice”) of such registration request and its intention to comply therewith to all Holders and, subject to Section 2(c), the Company will include in such registration all the aggregate Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 Business Days after the date such Demand Notice is given. All requests made pursuant to this Section 2.2; provided that 2(a) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof. Upon receipt of a Demand Notice, the Company shall not use its commercially reasonable efforts to file a registration statement registering for resale such number of Registrable Securities as requested to be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted so registered pursuant to the provisions of this Section 2.2 shall 2(a) within 60 days after the Demanding Holder’s request therefor and (ii) if necessary, to cause such registration statement to be in addition to declared effective by the registration rights granted pursuant to the other provisions of Article II hereofCommission as soon as practical thereafter.

Right to Demand Registration. Commencing June 30on the expiration of the Lock-up Period, 2002PDP, acting on behalf of the Investors (in such role, the “Investor Representative”) shall have the right at any time or from time to time when make a written request of the Shelf Registration Statement provided Company for registration with the SEC, under and in Section 2.1 has not become or is not effective under accordance with the provisions of the Securities Act Act, of the sale of all or part of the Investors’ Registrable Securities (includingeach a “Demand Registration” and the Investor Representative, but not limited tothe “Demanding Holder”); provided, however, that the Company may defer such Demand Registration pursuant to Section 7 of this Agreement if the Company is not eligible shall, within ten (10) Business Days of such receipt of such request, furnish to effect the Demanding Holder a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under certificate signed by the Securities Act Chief Executive Officer, the Chief Financial Officer or any comparable successor form, Rule or statute)other senior officer of the Company stating the applicable reason for the delay in accordance with Section 7 hereof.. If the Company shall so defer the filing of such Demand Registration, the Majority Holders Demanding Holder shall have the right to withdraw the request in writing that for registration by giving written notice to the Company register all or part at any time during such Suspension Period and, if so withdrawn, such request shall not reduce the number of such Holders' Registrable Securities Demand Registrations to which the Investors are entitled pursuant to Section 2(b)(i) of this Agreement. Within ten (a "Request"10) (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 calendar days after receipt of the request for a RequestDemand Registration, the Company shall give send written notice (the “Demand Notice”) of such requested registration request and its intention to all Holders of Registrable Securities. Subject comply therewith to the Investor Representative and, subject to Section 2.2(b2(c), the Company shall include in a Demand Registration (i) such registration all the Registrable Securities intended with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the date such Demand Notice is given. All requests made pursuant to this Section 2(a) shall specify the aggregate number of Registrable Securities requested to be disposed registered and shall also specify the intended methods of by disposition thereof. Upon receipt of a Demand Notice, the Initiating Holders Company shall use its commercially reasonable efforts to file a Registration Statement registering for resale such number of Registrable Securities as requested to be so registered pursuant to this Section 2(a) within forty-five (45) calendar days after the Demanding Holder’s request therefor and (ii) the Registrable Securities intended if necessary, to cause such registration statement to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofpractical thereafter.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 4.1(c), at any time or ---------------------------- from time to time when after the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under end of the Securities Act (including, but not limited to, if Lock-up period the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders Stockholder shall have the right to request in writing that the Company register all or part of such Holders' the Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the CompanyRegistration. The Company shall, as expeditiously as possible within 30 days following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holdersregister, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable practicable, and in no event more than 180 days, and thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the The Company shall pay all Registration Expenses incurred in connection therewith. Any Holder requesting inclusion in a with any Demand Registration, whether or not it becomes effective (unless the Stockholder shall for any reason unilaterally withdraw such Demand Registration mayother than for a materially adverse change in the Company's business, at operations, prospects or valuation), and whether all none or some of the Registrable Securities are sold pursuant to the Demand Registration. Notwithstanding anything contained in Section 4.1 or Section 6 hereof, in the event any time Investor Registrable Securities are publicly registered pursuant to a demand registration under the terms of the Investor Registration Rights Agreement prior to the effective date end of the Demand Registration Statement Lock-up Period, the Stockholder will have the right to participate in such investor demand registration on a pro rata basis with such requesting holders of Investor --- ---- Registrable Securities. (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.b)

Right to Demand Registration. Commencing June 30Subject to the provisions hereof, 2002, at any time or from time to time when after an Initial Public Offering and until the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited toTermination Date, if any New Shareholder or New Shareholders holding at least 2% of the Company is not eligible to effect a continuous offering using a Form S-3 Shares held by the New Shareholders (the “Initiating Shareholders”), request registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register equivalent foreign securities laws of all or part of such Holders' the Registrable Securities Company Shares (a "“Demand Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request”), the Company shall use its best efforts to promptly file a registration statement on Form X-0, Xxxx X-0 or such other form under the Securities Act or equivalent foreign securities laws then available to the Company providing for the resale pursuant to Rule 415 or applicable foreign regulation from time to time by the New Shareholders of such number of shares of Registrable Company Shares requested by the Initiating Shareholders to be registered thereby (including the Prospectus, amendments and supplements to the shelf registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, or any disclosure document required by such foreign securities laws in such registration statement, the “Shelf Registration Statement”). The Company shall, within ten (10) Business Days after receipt of such Demand Request, give written notice of such requested registration request to all Holders of Registrable Securities. Subject the other Shareholders, and subject to Sections 2(b), 2(c) and Section 2.2(b)5, the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause the Shelf Registration Statement to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC or equivalent foreign regulatory body as soon promptly as practicable thereafter following such filing. Neither the Company nor any Shareholders may include Company Shares in such Shelf Registration Statement, other than Travelport Intermediate and to keep such Demand the New Shareholders, without the prior written consent of the majority of the Registrable Company Shares held by the Initiating Shareholders. The Company shall maintain the effectiveness of the Shelf Registration Statement continuously effective for until the period specified earlier of (a) the first date as of which all the shares of Registrable Company Shares included in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Shelf Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included sold or (b) such time that all shares includes in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities cease to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% Registrable Company Shares. If holders of majority of the Registrable Securities Company Shares held by the Initiating Shareholders request to be included register such Registrable Company Shares in an underwritten offering, such Registration Statement, holders shall have the right to select the managing underwriter or (C) because of a postponement of underwriters to administer such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2offering; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant such selected underwriter is reasonably acceptable to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofCompany.

Right to Demand Registration. Commencing June 30, 2002, at At any time following 180 days after the IPO Date (or from time to time when such longer period as may be reasonably required by the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under managing underwriters of the Securities Act Company's IPO) (including, but not limited to, if A) the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders Xxxxxx Partnership shall have the right to make one written request, (B) JWC shall have the right to make two written requests and (C) AWS shall have the right to make one written request in writing that (each, a "Demanding Stockholder" and, collectively, the "Demanding Stockholders") to the Company register for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of such Holders' their Registrable Securities pursuant to an underwritten offering (a "RequestDemand Registration") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount number of Registrable Securities proposed to be sold in the offering; PROVIDED, HOWEVER, that the Company need not effect a Demand Registration unless the sale of the Registrable Securities proposed to be sold by the Demanding Stockholder shall reasonably be expected to result in aggregate gross proceeds of at least $20.0 million. A Demand Registration shall not be deemed a Demand Registration hereunder until such Demand Registration has been declared effective by the Commission (without interference by any stop order, injunction or other order or requirement of the Commission or other governmental agency, for any reason), and maintained continuously effective for a period of at least six (6) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration. A Demanding Stockholder may make a written request for a Demand Registration in accordance with the foregoing in respect of Company Stock that it intends to convert into shares of Common Stock to be registered) to upon the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders effectiveness of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and prepared in connection with such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations)demand, and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion fulfill its obligations under this Article 4 in a Demand Registration may, at any time prior manner that permits such Demanding Stockholder to exercise its conversion rights in respect of such Company Stock and substantially contemporaneously sell the effective date shares of the Demand Registration Statement (and for any reason) revoke Common Stock issuable upon such request by delivering written notice to the Company revoking conversion under such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.

Right to Demand Registration. Commencing June 30, 2002, at Subject to the terms of any time or from time to time when the Shelf Registration Statement holdback agreement as provided for in Section 2.1 has not become or is not effective under 5(c) and the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement limitations provided in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statutethis Section 5(a), the Majority Holders each Investor shall have the right at any time following the Effective Time to make a written request in writing that of the Company register for registration (including a Shelf Registration) with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of the Registrable Stock beneficially owned and held of record by such Holders' Registrable Securities Investor (each a “Demand Registration” and such Investor, the “Demanding Investor”); provided, that the Company may defer such Demand Registration for a single period not to exceed ninety (90) days during any one-year period if (x) the Board determines in the exercise of its reasonable judgment that to effect such Demand Registration at such time would have a material adverse effect on the Company, including interfering with any pending or potential acquisition or disposition by the Company, or a securities offering of the Company (a "Request"“Potential Transaction”), (y) the Board determines in the exercise of its reasonable judgment after consultation with its outside counsel that, during the pendency of a Potential Transaction, the disclosure of such Potential Transaction would be required in connection with such Demand Registration within forty-eight (which Request shall specify 48) hours after the amount Company’s receipt of Registrable Securities intended to be disposed such Demand Registration request and that such disclosure would have a material adverse effect on such Potential Transaction or (z) the Company is in possession of by such Holders material non-public information, and the intended method or methods Board determines in its reasonable judgment after consultation with outside counsel that the disclosure of disposition thereof) by filing such material non-public information would be required in connection with the SEC a such Demand Registration Statementand that such disclosure would be detrimental to the Company. As promptly as practicable, but no later than 10 Within five (5) days after receipt of the request for a RequestDemand Registration in accordance with Section 5(a)(i), the Company will send written notice (the “Demand Notice”) of such registration request and its intention to comply therewith to all of the Investors and, subject to Section 5(a)(iii) below, the Company will include in such registration all the Registrable Stock with respect to which the Company has received written requests from any Investors for inclusion therein within twenty (20) Business Days after the date such Demand Notice is received. All requests made pursuant to this Section 5(a)(i) will specify the aggregate quantity of Registrable Stock requested to be registered. If any Investor is not initially a Demanding Investor but would otherwise qualify to be a Demanding Investor in accordance with this Section 5(a) (including with respect to the value of the Registrable Stock to be sold by that particular Investor), then such Investor may elect in its request to the Company to participate in the registration to be treated as a Demanding Investor. Upon receipt of a Demand Notice, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its commercially reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the effect registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so Stock to be registered in accordance with the intended method of disposition thereof distribution specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective writing by the SEC Demanding Investor as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to maintain the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement registration until the first to occur of (to A) the extent actually incurredcompletion of such distribution or (B) ninety (90) days (one-hundred eighty (180) days in the case of a Shelf Registration); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration the Company becomes and is made (A) because at the time of its receipt of a material adverse change Demand Notice a “well-known seasoned issuer” (as defined in Rule 405 promulgated under the businessSecurities Act) and is eligible to file an “automatic shelf registration statement” (as defined in Rule 405 promulgated under the Securities Act), financial condition the Company shall cause any Shelf Registration pursuant to this Section 5 to be effected pursuant to an “automatic shelf registration statement” (as defined in Rule 405 promulgated under the Securities Act). If available to the Company, the Company will effect such registration on Form S-3 or prospects any equivalent or successor form under the Securities Act in which event it shall use its commercially reasonable efforts to maintain the effectiveness of such registration for a period of one-hundred eighty (180) days. Notwithstanding the foregoing, in no event shall any Investor be permitted to act as a Demanding Investor pursuant to the first sentence of this Section 5(a)(i) prior to the second anniversary of the Company determinedEffective Time (and may not act as a Demanding Investor pursuant to the first sentence of this Section 5(a)(i) with respect to greater than fifty percent (50%) of the Registrable Stock held by such Investor (which shall, in the case of an Underwritten OfferingExecutive, by only apply to the sole or lead managing Underwriter in its reasonable discretion, or (Bvested Registrable Stock so held) because at the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time Effective Time prior to the effective date that is six months following the second anniversary of the Demand Registration Statement (and for any reason) revoke such request Effective Time), unless otherwise approved by delivering written notice the Board; provided, that the restrictions contained in this sentence shall not apply to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in JPMP Investor or the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofCPPIB Investor.

Right to Demand Registration. Commencing June 30, 2002If, at any time beginning thirty (30) days after the First Closing Date until the third anniversary of the date hereof, any Purchaser holding Debentures or from time Warrants issued hereunder makes a written request (the "Request Notice") to time when the Shelf Registration Statement provided Company for in Section 2.1 has not become or is not effective registration under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register of all or part of the Common Stock issuable upon conversion of a Debenture or upon exercise of a Warrant which is issued hereunder, (irrespective of whether such Holders' Registrable Securities (a "Request"Common Stock is issued or is issuable on the conversion of Debentures or the exercise of Warrants sold on the First Closing Date or thereafter and irrespective of whether the shareholder approval or Nasdaq approval required by Section 1.01 hereof has yet been obtained) (which Request shall specify the amount of Registrable Securities intended such Common Stock is hereinafter sometimes referred to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of "Registrable Securities. Subject to Section 2.2(b"), the Company shall include in thereupon file a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act statement covering all of the Registrable Securities which with the Commission within thirty (30) days after the Company has been so requested to register by all such Holders, to receives the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company Request Notice and shall use its best efforts to have such Demand Registration Statement registration statement declared effective by the SEC as soon as practicable thereafter Commission (a "Registration") within sixty (60) days after receipt of the Request Notice. Within ten (10) days after receipt of such request, the Company will serve written notice (the "Notice") of such registration request to all Purchasers who hold Debentures or Warrants issued hereunder, and the Company will include in such registration all Registrable Securities of such Purchasers except for those for which the Company has received written requests not to keep such Demand be included therein ("Nonregistration Notices"). If, by reason of a decline in market price or otherwise, the shares covered by the Registration Statement continuously effective are at any time less than the Registrable Securities, the Company agrees to subsequently file an additional registration statement to cover all Registrable Securities not included in the first registration statement except for those submitting Nonregistration Notices. All Purchasers requesting nonregistration of their Registrable Securities pursuant to this Section 6.01 will specify the period specified in Section 4.1(b)aggregate number of Registrable Securities not to be registered. A Request may be withdrawn All Purchasers permitting the registration of any of their Registrable Securities (the "Selling Holders") shall, prior to the filing of the Demand Registration Statement Statement, deliver a notice to the Company confirming their desire for such registration (the "Request Notice") which notice will also specify the intended methods of disposition thereof. Each Purchaser shall be entitled so to request or participate in a request for one Registration initiated under this Section 6.01(a) filed with and declared effective by the Majority Holders Commission, the expenses of the Registration (a "Withdrawn Request") and a Demand Registration Statement may which shall be withdrawn prior to the effectiveness thereof borne by the Majority Holders of the Registration (a "Withdrawn Demand Registration")Company in accordance with this Agreement, and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities Purchaser elects not to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion participate in a Demand Registration mayRegistration, at any time prior such Purchaser shall have no further rights to the effective date of the Demand Registration Statement (and for any reason) revoke such participate in or request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofa Registration.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register all or a part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration Statement is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.1(b) by more than 3350% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) ), revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofSection 2 hereto.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Investor Holders and the Majority Institutional Investor Holders shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) in any Demand Registration other than an Initial Public Offering in which no Investor Holder is disposing of Registrable Securities, the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement Statement, in the event of a Demand Registration requested by the Majority Investor Holders, by the Majority Investor Holders of the Registration or, in the event of a Demand Registration requested by the Majority Institutional Investor Holders, the Majority Institutional Investors of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof thereof, in the event of a Demand Registration requested by the Majority Investor Holders, by the Majority Investor Holders of the Registration or, in the event of a Demand Registration requested by the Majority Institutional Investor Holders, the Majority Institutional Investor Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.1(b) by more than 3320% of the Registrable Securities requested to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.62.7, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand RegistrationsRegistrations to which such Holders are entitled), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) ), revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30, 2002, at At any time following 180 days after the IPO Date (or from time to time when such longer period as may be reasonably required by the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under managing underwriters of the Securities Act Company's IPO) and (including, but not limited to, if A) the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders Xxxxxx Partnership shall have the right to make one written request in writing that and (B) JWC shall have the right to make two written requests, (each a "Demanding Stockholder" and, collectively, the "Demanding Stockholders") to the Company register for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of such Holders' their Registrable Securities pursuant to an underwritten offering (a "RequestDemand Registration") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount number of Registrable Securities proposed to be sold in the offering; PROVIDED, HOWEVER, that (x) the Company need not effect a Demand Registration unless the sale of the Registrable Securities proposed to be sold by the Demanding Stockholder shall reasonably be expected to result in aggregate gross proceeds of at least $25.0 million, and (y) if the Board of Directors determines that a Demand Registration would interfere with any pending or contemplated material acquisition, disposition, financing or other material transaction, the Company may defer a Demand Registration (including by withdrawing any Registration Statement filed in connection with a Demand Registration); so long as that the aggregate of all such deferrals shall not exceed ninety (90) days in any 360-day period. A Demand Registration shall not be deemed a Demand Registration hereunder until such Demand Registration has been declared effective by the Commission (without interference by any stop order, injunction or other order or requirement of the Commission or other governmental agency, for any reason), and maintained continuously effective for a period of at least six (6) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration. A Demanding Stockholder may make a written request for a Demand Registration in accordance with the foregoing in respect of Company Stock that it intends to convert into shares of Common Stock to be registered) to upon the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders effectiveness of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and prepared in connection with such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations)demand, and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion fulfill its obligations under this Article 5 in a Demand manner that permits such Demanding Stockholder to exercise its conversion rights in respect of such Company Stock and substantially contemporaneously sell the shares of Common Stock issuable upon such conversion under such Registration may, at any time prior Statement. In addition to the effective date rights set forth above, each of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice Demanding Stockholders shall have the right to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided demand that the Company shall file a registration statement on Form S-3 (or any successor form to Form S-3) for an offering of Registrable Securities in which at least $15.0 million of gross proceeds are reasonably expected therefrom, PROVIDED that the Company is not be obligated to effect participate in any "road-show" or exceptional marketing, diligence or other efforts in connection with such offering. This additional demand registration may be a one year "shelf-registration." The procedures and limitations for effecting the registration of the Registrable Securities on Form S-3 (or any successor form to Form S-3), including the procedure used for any underwriting limitation, shall be as set forth in this Article 5. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the "Demand Notice") of such Registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities and, subject to Section 5(a)(ii), the Company will include in such Demand Registration all Registrable Securities of such Stockholders with respect to which the Company has received written requests for inclusion therein within six months of twenty (20) days after the effectiveness of any other last date such Demand Registration Statement. The registration rights granted Notice was deemed to have been given pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof14.1.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all other Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 30 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible possible, following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred), in which case such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.1 (and shall not be counted toward the number of Demand Registrations); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration Statement is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.1(b) by more than 3325% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30, 2002, at At any time or from time after the date 6 months after the effective date of the first registration statement under the Securities Act for a Public Offering and subject to time when Section 3(c) below, (i) the Shelf holders of a majority of 399 Venture Registrable Securities shall be entitled to make two written requests (each, a "Demand Registration Statement provided Request") and (ii) Xxxxxxx, so long as he holds at least five percent of the then outstanding Common Stock, shall be entitled to make one Demand Registration Request to the Company for registration (a "Demand Registration") with the Commission under and in Section 2.1 has not become or is not effective under accordance with the provisions of the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon registrations under Rule 415 promulgated under the Securities Act or any comparable successor form, ("Rule or statute415"), the Majority Holders shall have the right to request in writing that the Company register ) of all or part of such Holders' the 399 Venture Registrable Securities (a "Request") or Xxxxxxx Registrable Securities, as the case may be, owned by any such Investor (which Demand Registration Request shall specify the amount intended number of 399 Venture or Xxxxxxx Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Requestholders, the Company shall give written notice of anticipated price range for such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders offering and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurredthereof); provided, however, that (i) the Company may, if a Withdrawn Request or Withdrawn the Board of Directors so determines in the exercise of its reasonable judgment, that it would be inadvisable to effect such Demand Registration is made (A) because of at such time, defer such Demand Registration for a material adverse change in the business, financial condition or prospects single period not to exceed 180 days. Within 10 days after receipt of the Demand Registration Request, the Company determinedwill serve written notice of such Demand Registration Request to all holders of Registrable Securities and, subject to paragraph (c) below, the Company will include in such registration all Registrable Securities of such holders with respect to which the case Company has received written requests for inclusion therein from such holders within 15 business days after duly given to the applicable holder of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (Bnotice from the Company. All requests made pursuant to this Section 3(a) because will specify the sole or lead managing Underwriter advises that the amount aggregate number of such holder's Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% registered and will also specify the intended methods of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofdisposition thereof.

Right to Demand Registration. Commencing June 30Subject to the terms of any holdback agreement as provided in Section 7(c) and the limitations provided in this Section 7(a)(i) and Section 7(a)(ii), 2002, the Investors shall each have the right at any time or from time following the IPO Date to time when make a written request of the Company for registration (including a Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under Registration) with the Securities Act and Exchange Commission (includingthe "COMMISSION"), but not limited to, if under and in accordance with the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under provisions of the Securities Act or any comparable successor formAct, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register of all or part of the Registrable Stock beneficially owned and held of record by such Holders' Registrable Securities Investor (each a "RequestDEMAND REGISTRATION" and such Investor, the "DEMANDING INVESTOR"); PROVIDED, that the Company may defer such Demand Registration for a single period not to exceed 90 days during any one year period if the Board determines in the exercise of its reasonable judgment that to effect such Demand Registration at such time would have a material adverse effect on the Company, including interfering with any pending or potential acquisition, disposition or securities offering of the Company. Within ten (10) days after receipt of the request for a Demand Registration in accordance with this Section 7(a)(i) or Section 7(a)(ii), the Company will send written notice (the "DEMAND NOTICE") of such registration request and its intention to comply therewith to all of the Investors and, subject to subsection (iii) below, the Company will include in such registration all the Registrable Stock with respect to which Request shall the Company has received written requests from any Investor for inclusion therein within twenty (20) Business Days after the date such Demand Notice is given. All requests made pursuant to this subsection (i) will specify the amount aggregate quantity of Registrable Securities intended Stock requested to be disposed of by such Holders registered and will also specify the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after Upon receipt of a RequestDemand Notice, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its commercially reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the effect registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so Stock to be registered in accordance with the intended method of disposition thereof distribution specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective writing by the SEC Demanding Investor as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to maintain the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (registration until the first to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made occur of (A) because the completion of a material adverse change in the business, financial condition such distribution or prospects of the Company determined, (B) ninety (90) days (one-hundred eighty (180) days in the case of an Underwritten Offeringa Shelf Registration). If available to the Company, by the sole Company will effect such registration on Form S-3 or lead managing Underwriter any equivalent or successor form under the Securities Act in which event it shall use its commercially reasonable discretion, or (B) because efforts to maintain the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement effectiveness of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as for a Demand Registration effected pursuant to this Section 2.2 period of one-hundred eighty (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason180) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofdays.

Right to Demand Registration. Commencing June 30, 2002, The Carlyle Holders and WCAS Holders shall each have the right at any time or from time following the IPO Date to time when make a written request of the Shelf Registration Statement provided Company for in Section 2.1 has not become or is not effective under registration with the Securities Act and Exchange Commission (includingthe "Commission"), but not limited to, if under and in accordance with the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under provisions of the Securities Act or any comparable successor formAct, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register of all or part of the Registrable Interests held of record and beneficially by such Carlyle Holders and WCAS Holders' Registrable Securities , as applicable (each a "RequestDEMAND REGISTRATION" and such Carlyle Holders and WCAS Holders, as applicable, the "DEMANDING HOLDER"); provided, that (x) the Company need not effect a Demand Registration of less than $75 million of gross proceeds, and (y) the Company may defer such Demand Registration for a single period not to exceed 120 days during any one year period if the Board determines in the exercise of its reasonable judgment that to effect such Demand Registration at such time would have a material adverse effect on the Company, including interfering with any pending or potential acquisition, disposition or securities offering of the Company. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the "DEMAND NOTICE") of such registration request and its intention to comply therewith to all holders of Registrable Interests and, subject to subsection (iii) below, the Company will include in such registration all the Registrable Interests with respect to which Request shall the Company has received written requests for inclusion therein within twenty (20) Business Days after the date such Demand Notice is given. All requests made pursuant to this subsection (i) will specify the amount aggregate number of Registrable Securities intended Interests requested to be disposed of by such Holders registered and will also specify the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after Upon receipt of a RequestDemand Notice, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its commercially reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the effect registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so Interests to be registered in accordance with the intended method of disposition thereof distribution specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective writing by the SEC Demanding Holder as soon as practicable thereafter and to keep maintain the effectiveness of such Demand Registration Statement continuously effective registration for the a period specified in Section 4.1(b)of ninety (90) days. A Request may be withdrawn prior If available to the filing of Company, the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior Company will effect such registration on Form S-3 or an equivalent form in which event it shall use its commercially reasonable efforts to maintain the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement registration for a period of one-hundred and eighty (to the extent actually incurred)180) days; provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months a registration on Form S-3 or an equivalent form if the managing underwriter or underwriters determine that using a different registration form is in the best interests of the effectiveness of any Company and/or the Demanding Holder and other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofholders.

Right to Demand Registration. Commencing June 30, 2002(i) Subject to Section 2.1(c), at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Investor Holders shall have the right to request in writing that the Company register all or part of such Holders' ’ Registrable Securities (a "“Request"”) (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 15 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b2.l(b), the Company shall include (A) in a Demand Registration (i) Registration, the Registrable Securities intended to be disposed of by the Initiating Holders and (iiB) in any Demand Registration other than an Initial Public Offering, the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 15 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b4. l(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.

Right to Demand Registration. Commencing June 30, 2002, at any At one time or from time to time when during the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute)term of this Warrant, the Majority Holders Holder shall have the right to request in writing that the Company register all or part (but not less than all) of such the Holders' Registrable Securities Warrant Shares (a "Request") (which Request shall specify the amount of Registrable Securities Warrant Shares intended to be disposed of by such Holders the Holder and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(bStatement (defined below), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a registration statement (a "Demand Registration Statement Statement") providing for the registration under the Securities Act of the Registrable Securities Warrant Shares which the Company has been so requested to register by all such Holdersthe Holder, to the extent necessary to permit the disposition of such Registrable Securities Warrant Shares so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective (except in the case of a shelf registration statement) for the period specified earlier of (A) nine (9) months and (B) such time as all Warrant Shares covered by such Demand Registration Statement have been sold, but in Section 4.1(b)any event at least 90 days. A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration Holder (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration Holder (a "Withdrawn Demand Registration"), and such withdrawals withdrawal shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.215(a), unless the Holders of Registrable Securities to be included in such Registration Statement reimburse Holder reimburses the Company for its reasonable out-of-pocket expenses incident to performance of or compliance with this agreement by the Company ("Registration Expenses Expenses") relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, ; however, that if a Withdrawn Request or Withdrawn Demand Registration Statement is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations15(a), and the Company shall pay all Registration Expenses in connection therewith. Any The Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No In no event shall the Company be required to effect more than three Requests may be made by all Holders in the aggregate one (1) registration pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement15(a). The registration rights granted pursuant to the provisions of this Section 2.2 15(a) shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 15 (b) hereof.

Right to Demand Registration. Commencing June 30, 2002, at any time or from time Beginning on the first to time when occur of (A) the Shelf fifth anniversary of the date of this Agreement and (B) the 180th day after the effective date of the Registration Statement provided relating to the Company's Qualified Public Offering, (1) parties to this Agreement holding at least fifty percent (50%) of the shares of Class A Common Stock or (2) the TCW Stockholders holding a majority of the number of shares of Class A Common Stock then held by all TCW Stockholders may make a written request of the Company for registration with the Commission, under and in Section 2.1 has not become or is not effective under accordance with the provisions of the Securities Act (includingAct, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register of all or part of the Registrable Stock held of record and beneficially by them (each a "Demand Registration," and such Investors making such demand, the "Demanding Holders' Registrable Securities "); provided, that the Company need not effect a Demand Registration whose aggregate offering price (before deduction of underwriting discounts, if applicable, and expenses of sale) would reasonably not be expected to exceed $5,000,000. Within ten (10) Business Days after receipt of the request for a Demand Registration, the Company will send written notice (a "RequestDemand Notice") of such registration request and its intention to comply therewith to all holders of Registrable Stock and, subject to subsection (iii) below, the Company will include in such registration all the Registrable Stock with respect to which Request shall the Company has received written requests for inclusion therein within ten (10) Business Days after the date such Demand Notice is given. All requests made pursuant to this subsection will specify the amount aggregate number of shares of Registrable Securities intended Stock requested to be disposed of by such Holders registered and will also specify the intended method or methods of disposition thereof) by filing with . Subject to the SEC a Demand Registration Statement. As promptly as practicableterms of this Section 10(a)(i), but no later than 10 days after upon receipt of a RequestDemand Notice, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the effect registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so Stock to be registered in accordance with the intended method of disposition thereof distribution specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective writing by the SEC Demanding Holders (including, but not limited to, an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act) as soon as practicable thereafter practicable, and in no event later than one hundred and twenty (120) days after receipt of a Demand Notice, and to keep maintain the effectiveness of such Demand Registration Statement continuously effective registration for the a period specified in Section 4.1(b)of one hundred and eighty (180) days. A Request may However, such 180-day period shall be withdrawn prior extended for a period of time equal to the filing number of days that the Demand Registration Statement by the Majority Demanding Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be refrain from selling securities included in such Registration Statement reimburse at the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing request of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because an underwriter of a material adverse change in the business, financial condition or prospects any securities of the Company determinedCompany. In addition, in the case of any registration of shares of Registrable Stock on Form S-3 which are intended to be offered on a continuous or delayed basis, such 180-day period will be extended, if necessary, to keep the registration effective until all shares of such Registrable Stock are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an Underwritten Offeringoffering on a continuous or delayed basis, and provided further that the applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (A) includes any prospectus required by Section 10(a)(3) of the sole or lead managing Underwriter in its reasonable discretion, Securities Act or (B) because reflects facts or events representing a material or fundamental change in the sole or lead managing Underwriter advises that information set forth in the amount Registration Statement, the incorporation by reference of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities information required to be included in such Registration Statement, or (CA) because of a postponement of such registration and (B) above to be contained in periodic reports filed pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date 13 or 15(d) of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders Exchange Act in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant If available to the provisions of this Section 2.2 shall be in addition to Company, the Company will effect such registration rights granted pursuant to the other provisions of Article II hereofon Form S-3 or a substantially similar successor form.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any time or from time to time when after the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (includingconsummation of a Qualifying IPO, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders each Initial Holder shall have the right to request in writing that the Company register all or part of such Holders' Holder's Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders Holder and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all other Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders Holder and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 30 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible promptly, following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration. The Company shall use its reasonable best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration Initiating Holder (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration Initiating Holder (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred), in which case such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.1 (and shall not be counted toward the number of Demand Registrations); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration Statement is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.1(b) by more than 3325% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under Principal Stockholder and the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders Minority Stockholder shall have the right to request in writing that the Company register all or part of such Holders' ’ Registrable Securities (a "“Request"”) (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Initiating Holders of for which registration was requested in the Registration Request (a "“Withdrawn Request"”) and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Initiating Holders of for which registration was requested in the Registration Request (a "“Withdrawn Demand Registration"”), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, ; however, that if a Withdrawn Request or Withdrawn Demand Registration Statement is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.1(b) by more than 3310% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c) and to this Section, at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute)time, the Majority Holders Stockholders shall have the right to request in writing that the Company and the Trust register all or part of such HoldersStockholders' Registrable Securities having an aggregate expected offering price of at least $10 million (or, if the expected offering price of all remaining Registrable Securities should be less than $10 million, such lesser amount) (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders Stockholders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 20 days after receipt of a Request, the Company and the Trust shall give written notice of such requested registration to all Holders of Stockholders owning Registrable Securities. Subject to Section 2.2(b2.1(b), the Company and the Trust shall include in a Demand Registration Registration, in addition to any other securities it may elect to include, (i) the Registrable Securities intended to be disposed of by the Initiating Holders Stockholders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights Stockholder which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company and the Trust for inclusion thereof in such registration within 20 days after the receipt of such written notice from the CompanyCompany and the Trust. The Each of the Company and the Trust shall, as expeditiously as possible following a Request, use its commercially reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which that the Company has and the Trust have been so requested to register by all such HoldersStockholders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company and the Trust are then eligible to use such a registration). The Each of the Company and the Trust shall use its best commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders Stockholders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders Stockholders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders Stockholders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurredincurred and no Request for a Demand Registration may be made for 90 days following the date of such withdrawal); provided, ; however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in or the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionTrust, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.62.7, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior therewith and the 90 day limitation referred to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company above shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statementapplicable. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30, 2002, at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "RequestREQUEST") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn RequestWITHDRAWN REQUEST") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand RegistrationWITHDRAWN DEMAND REGISTRATION"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); providedPROVIDED, howeverHOWEVER, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that PROVIDED THAT the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.2(c), at any time or from commencing after the effective time to time when of the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute)Series C Purchase Agreement, the Majority Holders shall have the right to request in writing that the Company register all or part of such Holders' ’ Registrable Securities (a "“Request"”) (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 ten (10) calendar days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b2.5(d), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 twenty (20) calendar days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "“Withdrawn Request"”) and a Demand Registration Statement may be withdrawn at any time (and for any reason) prior to the effectiveness thereof by the Majority Holders of the such Demand Registration Statement (a "“Withdrawn Demand Registration"”), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred), provided; provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 3320% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.62.7, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior up to the effective date effectiveness of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, ; however, that if a Withdrawn Request or Withdrawn Demand Registration Statement is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.1(b) by more than 3310% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.62.7, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under Principal Stockholder and the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders Minority Stockholder shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Initiating Holders of for which registration was requested in the Registration Request (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Initiating Holders of for which registration was requested in the Registration Request (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, howeverPROVIDED; HOWEVER, that if a Withdrawn Request or Withdrawn Demand Registration Statement is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.1(b) by more than 3310% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30From and after the three-month anniversary of the Effective Time until the second anniversary of the Effective Time (the "Demand Period"), 2002, the Stockholders will have the right at any time or from time to time when the Shelf Registration Statement provided make a written request of Parent for in Section 2.1 has not become or is not effective under registration (any such request, a "Stockholder Demand") with the Securities Act and Exchange Commission (includingthe "Commission"), but not limited to, if under and in accordance with the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under provisions of the Securities Act or any comparable successor formAct, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register of all or part of such Holders' the Registrable Securities Shares owned by the Stockholders (each a "RequestDemand Registration" and such Stockholders, the "Demanding Holders"); provided that (x) Parent need not effect a Demand Registration involving less than $100 million of gross proceeds and (y) Parent may defer the filing or effectiveness of a Registration Statement (as defined below) in respect of such Demand Registration for a single period not to exceed 90 days during any one-year period, if the Parent Board determines in the exercise of its reasonable judgment and in good faith that to effect such Demand Registration at such time would have a material and adverse effect on any proposal or plan by Parent to engage in any significant corporate transaction; provided that in such event the Stockholders making such Stockholder Demand will be entitled to withdraw such Stockholder Demand and, if such Stockholder Demand is withdrawn, such registration will not be counted as a Stockholder Demand for purposes of Section 3(a)(ii), and the Demand Period will be extended by the length of such deferral. Within ten days after receipt of the request for a Demand Registration, Parent will send written notice (the "Demand Notice") of such registration request and its intention to comply therewith to all holders of Registrable Shares and, subject to subsection (iii) below, Parent will include in such registration all the Registrable Shares with respect to which Request shall Parent has received written requests for inclusion therein within 20 Business Days after the date such Demand Notice is given. All requests made pursuant to this subsection (i) will specify the amount aggregate number of Registrable Securities intended Shares requested to be disposed of by such Holders registered and will also specify the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after Upon receipt of a RequestStockholder Demand, the Company shall give written notice of such requested Parent will take all necessary and desirable actions within its control to effect registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so Shares to be registered in accordance with the intended method of disposition thereof distribution specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective writing by the SEC Demanding Holders as soon as practicable thereafter and to keep will maintain the effectiveness of such Demand Registration Statement continuously until the earlier of the date (as such date may be extended pursuant to the terms hereof, the "Registration Termination Date") (A) which is one hundred eighty (180) days following the effective date of such Registration Statement and (B) on which all of the Registrable Shares covered by such Registration Statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement (but in any event not before the expiration of any longer period required under the Securities Act), which methods shall include, without limitation, block trades. If available to Parent, Parent will effect such registration on Form S-3 or such other form of registration statement that counsel to Parent advises and, if requested by the Demanding Holders, such registration will be a "shelf" registration statement providing for the period specified in Section 4.1(b). A Request registration of, and the sale on a continuous or delayed basis of the Registrable Shares, pursuant to Rule 415 promulgated under the Securities Act or any similar rule that may be withdrawn prior to the filing of the Demand Registration Statement adopted by the Majority Holders of the Registration Commission (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand RegistrationStatement"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant Parent will take all necessary and desirable actions within its control to this Section 2.2, unless maintain the Holders effectiveness of Registrable Securities to be included in such Registration Statement reimburse until the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred)Termination Date; provided, however, that Parent will not effect a registration on Form S-3 or an equivalent form if Parent or the managing underwriter or underwriters determine that using a Withdrawn Request or Withdrawn Demand Registration different registration form is made (A) because of a material adverse change in the business, financial condition or prospects best interests of Parent and/or the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount Demanding Holders and other holders of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofShares.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any ---------------------------- time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b2.1 (b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, ; however, that if a -------- ------- Withdrawn Request or Withdrawn Demand Registration Statement is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.1(b) by more than 3325% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30, 2002(i) Subject to Section 2.1(c), at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become time, one or is not effective under the more Holders of Registrable Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement; provided, that (i) the reasonably anticipated aggregate price to the public of such offering would exceed $5,000,000 or (ii) the Registrable Securities for which such Holder requests registration represents all of such Holder's Registrable Securities. As promptly as practicable, but no later than 10 15 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (iA) the Registrable Securities intended to be disposed of by the Initiating Holders and (iiB) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 30 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a RequestRequest in accordance with Section 4, use its commercially reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its commercially reasonable best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any time commencing on or from time to time when after the Shelf Registration Statement provided for in Section 2.1 has not become a date which 45 days after the date hereof, one or is not effective under more Holders owning $1,000,000 or more of the Securities Act Shares (including, but not limited to, if based upon the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders per share price of $0.25 per) shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement; provided, however, that the Company shall not be required to register any Registrable Securities to the extent the number of Registrable Securities to be registered would exceed 33% of the outstanding public float of the company's Common Stock, as determined in accordance with public notices and guidelines established by the SEC in accordance with SEC Rule 415 (the "Rule 415 Holdback"). As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b)2.1(b) and the limitation described above related to the Rule 415 Holdback, the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Within 60 days of receipt of the Request, the Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred), provided; provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.62.5, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior up to and including the effective date time of pricing of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.

Right to Demand Registration. Commencing June 30, 2002, The Holders shall each have the right at any time or from time to time when make a written request of the Shelf Registration Statement provided Company for in Section 2.1 has not become or is not effective under registration (any such request, a “Stockholder Demand”) with the Securities Act and Exchange Commission (includingthe “Commission”), but not limited to, if under and in accordance with the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under provisions of the Securities Act or any comparable successor formAct, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register of all or part of such Holders' the Registrable Securities (a "Request") (which Request shall specify the amount Shares held of Registrable Securities intended to be disposed of record and beneficially by such Holders (each a “Demand Registration” and such Holders, the “Demanding Holder”); provided that (x) the Company need not effect a Demand Registration of less than $10 million of gross proceeds, and (y) the Company may defer such Demand Registration for a single period not to exceed ninety (90) days during any 1-year period if the Board of Directors of the Company (the “Board”) determines in the exercise of its reasonable judgment that to effect such Demand Registration at such time would have a material adverse effect on the Company, including interfering with any pending or potential acquisition, disposition or securities offering of the Company. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the “Demand Notice”) of such registration request and its intention to comply therewith to all holders of Registrable Shares and, subject to subsection (iii) below, the Company will include in such registration all the Registrable Shares with respect to which the Company has received written requests for inclusion therein within twenty (20) Business Days after the date such Demand Notice is given. All requests made pursuant to this subsection (i) will specify the aggregate number of Registrable Shares requested to be registered and will also specify the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after Upon receipt of a RequestStockholder Demand, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its commercially reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the effect registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so Shares to be registered in accordance with the intended method of disposition thereof distribution specified in writing by the Demanding Holder as soon as practicable and to maintain the effectiveness of such Requestregistration for a period of ninety (90) days. The If available to the Company, the Company will effect such registration on Form S-3 or an equivalent form and, if requested by the Demanding Holder, such registration will be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of the Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission, in either which event the Company shall use its best commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to maintain the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement registration for a period of one-hundred and eighty (to the extent actually incurred)180) days; provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months a registration on Form S-3 or an equivalent form if the managing underwriter or underwriters determine that using a different registration form is in the best Interests of the effectiveness of any Company and/or the Demanding Holder and other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereofholders.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its -5- 9 reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, ; however, that if a Withdrawn Request or Withdrawn Demand Registration Statement is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.1(b) by more than 3310% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.62.7, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any time after May 17,2004 or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), thereafter the Majority Holders shall have the right to request in writing that the Company register all or part of such Holders' ’ Registrable Securities (a "“Request"”) (which Request shall specify the amount of Registrable Securities intended to be disposed of by such requesting Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 15 days after receipt of a Request, the Company shall give written notice of such requested registration to all other Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible possible, following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) if so requested and if the Company is then eligible to use such a registration). The Company shall use its reasonable best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "“Withdrawn Request"”) and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "“Withdrawn Demand Registration"”), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred), in which case such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.1 (and shall not be counted toward the number of Demand Registrations); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration Statement is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.1(b) by more than 3315% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any time commencing on or from time to time when after the Shelf Registration Statement provided for in Section 2.1 has not become a date which 45 days after the date hereof, one or is not effective under more Holders owning $1,000,000 or more of the Securities Act Shares (including, but not limited to, if based upon the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders per share price of $0.25 per) shall have the right to request in writing that the Company register all or part of such Holders' ’ Registrable Securities (a "“Request"”) (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement; provided, however, that the Company shall not be required to register any Registrable Securities to the extent the number of Registrable Securities to be registered would exceed 33% of the outstanding public float of the company’s Common Stock, as determined in accordance with public notices and guidelines established by the SEC in accordance with SEC Rule 415 (the “Rule 415 Holdback”). As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b)2.1(b) and the limitation described above related to the Rule 415 Holdback, the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Within 60 days of receipt of the Request, the Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "“Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"”), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred), provided; provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.62.5, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior up to and including the effective date time of pricing of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c) and Section 2.7 hereof, at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 time, any Initial Holder (or an assignee to whom such Initial Holder has not become expressly delegated or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act assigned all or any comparable successor form, Rule or statute), the Majority Holders portion of its rights under this sentence) shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "RequestREQUEST") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 15 days after receipt of a Request, the Company shall give written notice of such requested registration to all other Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (iA) the Registrable Securities intended to be disposed of by the Initiating Holders and (iiB) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible reasonably practicable following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "SHELF REGISTRATION") if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.

Right to Demand Registration. Commencing June 30, 2002Subject to Section 2.1(c), at any ---------------------------- time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register all or a part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders Holders, and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.22.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred), in which case such withdrawal shall not be treated as a Demand Registration affected pursuant to this Section 2.1 (and shall not be counted toward the number of Demand Registrations); provided, ; however, that if a -------- ------- Withdrawn Request or Withdrawn Demand Registration Statement is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretionCompany, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b2.1(b) by more than 3325% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 2.1 shall be in addition to the registration rights granted pursuant to the other provisions of Article II Section 2 hereof.

Right to Demand Registration. Commencing June 30, 2002(i) Subject to Section 2.1(c), at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Investor Holders shall have the right to request in writing that the Company register all or part of such Holders' ’ Registrable Securities (a "“Request"”) (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 15 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b2.1(b), the Company shall include (A) in a Demand Registration (i) Registration, the Registrable Securities intended to be disposed of by the Initiating Holders and (iiB) in any Demand Registration other than an Initial Public Offering, the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registeredregistered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 15 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method methods of disposition thereof specified in such RequestRequest or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) if so requested and if the Company is then eligible to use such a registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.