Common use of Right to Demand Registration Clause in Contracts

Right to Demand Registration. (a) At any time and from time to time, any Holder or group of Holders representing at least 75% of all Registrable Securities may request in writing that the Company effect the registration of all or part of such Holder’s or Holders’ Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request will specify (i) the then current name and address of such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registered, (iii) the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will not be required to take any action pursuant to this Article II: (A) if prior to the date of such request, the Company has effected three registrations pursuant to this Article II; (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statement; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value of $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders; or (E) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

Right to Demand Registration. (a) At any time and from time to timetime on or following November 13, 2010, any Holder or group of Holders representing at least 7551% (calculated on an as converted basis) of all Registrable Securities may request in writing that the Company effect the registration of all or part of such Holder’s or Holders’ Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request will specify (i) the then then-current name and address of such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registered, (iii) the total number of shares of Common Stock and amount of Convertible Preferred Stock then held by such Holder or Holders, Holders and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will not be required to take any action pursuant to this Article II: (A) if prior to the date of such request, the Company has effected three registrations pursuant to this Article II; (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities (calculated on an as converted basis) were entitled pursuant to the terms of this Agreement to be included in such registration statement; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value of $100 25 million or more or aggregate liquidation preference of $25 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by the Holders; or (E) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

Right to Demand Registration. (a) At If, at any time and after the first anniversary of the date of the consummation of the Company's initial public offering of Common Stock, the Company shall receive a written request from time Holders to time, any Holder or group of Holders representing register at least 75% two-thirds of all the shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock (of which not less then one-third of such shares will be Registrable Securities may request in writing that originally subject to this agreement), all of which are at such time eligible for registration hereunder (a "Demand Notice"), the Company effect the registration of all or part shall promptly give written notice of such Holder’s or Holders’ Registrable Securities with the SEC under proposed registration to all other Holders and shall offer to include in accordance with the provisions of the Securities Act (which written request will specify (i) the then current name and address of such Holder or Holders, (ii) the aggregate number of shares of proposed registration any Registrable Securities requested to be registered, included in such proposed registration by the Holders who shall respond in writing to the Company's notice within 10 days after receipt by the Holders in question of such notice (iii) which response shall specify the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested proposed to be registered as promptly as practicable (and, included in any event, by the applicable Filing Date) after receipt of such requestregistration); provided, however, that in the Company will event the number of Registrable Securities included in the registration is reduced pursuant to Section 4.1, the registration shall not be required to take counted as the demand for registration by any action pursuant to this Article II: (AHolder for purposes of Section 2.1(c) if prior to the date of such request, the Company has effected three registrations pursuant to this Article II; (B) if within the 12unless at least two-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement thirds of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms and all other shares of this Agreement Common Stock issued or issuable upon conversion of Series A Preferred Stock and registered to be included in such the proposed registration statement; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may shall be utilized for the offering and sale of the Registrable Securities requested to be registered; (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value of $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders; or (E) during the pendency of any Blackout Periodso included. (b) If a Holder or Holders request that the Company effect a A registration requested pursuant to this Section 2.1 and the Company is at shall be deemed to have been effected following such time eligible as the registration statement with respect thereto has become effective. (c) The Company shall not be obligated to use Form S-3, the Holder or Holders making such request may specify that the requested file a registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant statement and cause it to Rule 415 become effective more than once under the Securities Actthis Section 2.1.

Right to Demand Registration. (a) At Subject to the terms of Section 4.1(d), at any time and from time to time, any Holder or group of Holders representing at least 75% of all Registrable Securities the Trust may request in writing that the Company effect the registration (a “Demand Registration”) of all or part of such Holderthe Trust’s or Holders’ Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request will 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 then current name and address of such Holder or Holdersthe Trust, (ii) the aggregate number of shares of Registrable Securities requested to be registeredregistered in such registration by the Trust, (iii) the total number of shares of New Common Stock then held by such Holder or Holdersthe Trust, and (iv) the intended means of distribution). The Company will shall file a Registration Statement covering such Holderthe Trust’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will shall not be required to take any action pursuant to this Article IIIV: (A) if prior to the date of such request, the Company has effected three registrations pursuant to this Article II; (Bi) if within the 12-month period preceding such request the Company has effected either (1) two registrations Demand Registrations for the Trust pursuant to this Article II Section 4.1(a); (ii) in the case of a non-Underwritten Offering, unless the Registrable Securities requested to be registered (A) have an aggregate then-current market value of $50 million or more (before deducting underwriting discounts and commission) or (2B) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% constitute all of the then-outstanding Registrable Securities were entitled pursuant held (including shares subject to the terms of this Agreement to be included in such registration statementCollars) by the Trust; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (Diii) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1A) have an aggregate then-current market value at the time of the request for a Demand Registration, of $100 75 million or more (before deducting underwriting discounts and commission) or (2B) constitute all of the then-outstanding Registrable Securities held (including shares subject to the Collars) by Holdersthe Trust; or (Eiv) during the pendency of any Blackout Period. (b) If The Trust shall have the exclusive right to make a request for a Demand Registration for an Underwritten Offering (the “Exclusive Trust Registration”) for a period (the “Exclusive Trust Period”) consisting of 60 days beginning on the latest of (i) the last date on which a Call Agreement expires, (ii) the date of the closing of the sale of Holder Registrable Securities covered by a demand registration for an Underwritten Offering under the Investor Registration Agreement that is made pursuant to the last demand by the Investors made pursuant to Section 4.1(a) of the Investor Registration Agreement made before the Cut-Off Date, or, if earlier, the withdrawal, revocation or termination of such demand registration by the Holders and (iii) the end of any Lock-Up Period (which may not end later than 90 days after the effective date of such demand registration) requested by the managing underwriter in connection with such demand registration for an Underwritten Offering by the Holders under the Investor Registration Agreement. (c) Holders shall not be permitted to request that any demand registrations under the Company effect Investor Registration Agreement for an Underwritten Offering for a registration period beginning on the Cut-off Date and ending on (i) if the Trust does not, pursuant to this Section 2.1 Agreement, request an Exclusive Trust Registration during the Exclusive Trust Period, the end of the Exclusive Trust Period and (ii) if the Trust does request an Exclusive Trust Registration during the Exclusive Trust Period, the later of (x) the date on which the sale of the securities covered by the Exclusive Trust Registration closes, or if earlier, the withdrawal, revocation or termination of the Exclusive Trust Registration solely by the Trust and (y) the end of any Lock-Up Period requested by the managing underwriter in connection with the Exclusive Trust Registration. The Holders shall be allowed to include in the Exclusive Trust Registration at least the lesser of 25% of the shares of New Common Stock included in the Exclusive Trust Registration and the Company number of Qualified Holder Registrable Securities requested by the Holders to be included in the Exclusive Trust Registration, in accordance with the terms of Section 4.4(b). (d) If an Exclusive Holder Registration is at such time eligible requested pursuant to use Form S-3the Investor Registration Agreement during the Exclusive Holder Period, the Trust shall not have a right to make a Demand Registration for an Underwritten Offering for the period beginning on the date the Holders make a written request for an Exclusive Holder Registration and ending on the later of (i) the date on which the sale of securities covered by the Exclusive Holder Registration closes or, if earlier, the withdrawal, revocation or termination of the Exclusive Holder Registration solely by the Holders and (ii) the end of any Lock-Up Period requested by the managing underwriter in connection with the Exclusive Holder Registration. The Trust shall be permitted to include in the Exclusive Holder Registration at least the lesser of 25% of the shares of New Common Stock covered by the Exclusive Holder Registration and the number of shares of New Common Stock requested by the Trust to be included in the Exclusive Holder Registration in accordance with Section 4.4 (b). Notwithstanding the foregoing, if the Trust does not on the date that the Holders request an Exclusive Holder Registration have at least $75 million of Trust Shares, this Section 4.1(d) shall not apply. (e) If at anytime there is no Company “shelf” Registration Statement outstanding with respect to Registrable Securities, the Trust, in making such request hereunder, may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities ActAct and if there is such a “shelf” Registration Statement outstanding at the time of making such request, the Trust may request that all or a portion of the Registrable Securities should be covered thereby, in which case the Company shall, subject to the Trust’s compliance with the requirements of Section 3.2 and Section 7.2, amend (or take all requisite actions with respect to) such “shelf Registration Statement to include such Registrable Securities in such “shelf” Registration Statement. (f) A Demand Registration requested pursuant to Section 4.1 shall not be deemed to be effected by the Company for purposes of Section 4.1 if it has not (i) been declared effective by the SEC or (ii) become effective in accordance with the Securities Act and kept effective as contemplated by Section 4.2, subject to any Blackout Periods. If the Company shall have complied with its obligations under this Agreement, a right to a Demand Registration pursuant to this Section 4.1 shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities included therein shall have been disposed of pursuant to the Registration Statement, and (y) the date as of which such Demand Registration shall have been continuously effective (and not subject to any stop order, injunction or other similar order or requirement of the SEC) for the Required Period, subject to any Blackout Periods. (g) In the event that more than one written request for a Demand Registration pursuant to Section 4.1 and/or a demand registration under Section 4.1 of the Investor Registration Agreement is received by the Company on the same day, the Trust or Holder(s) making the request that represents the largest number of shares of New Common Stock shall be deemed to be the demanding holder(s). (h) Notwithstanding anything contained in this Agreement to the contrary, if, on the latest date that a Call Agreement expires (the “Expiration Date”), (i) the Trust holds shares of New Common Stock and (ii) either (A) the Holders have requested a demand registration for an Underwritten Offering under the Investor Registration Agreement but the corresponding registration statement (the “Call Expiration Registration Statement”) has not as of the Expiration Date been declared effective by the SEC or (B) the Holders have requested a demand registration for an Underwritten Offering under the Investor Registration Agreement and a post-effective amendment to the Call Expiration Registration Statement is to be filed with the SEC, then the Company shall on the Expiration Date or five days prior to the filing of any such post-effective amendment, send written notice to the Trust of such fact or filing, as applicable, and if the Trust delivers written notice to the Company within five Business Days after the date it receives the Company’s notice that it desires to include shares of New Common Stock in the Call Expiration Registration Statement the Trust shall be entitled to require the Call Expiration Registration Statement to be amended or supplemented to include, and the Company shall include in such Call Expiration Registration Statement, all of the shares of New Common Stock the Trust requests to be covered under the Call Expiration Registration Statement (subject to the following provisions of this Section 4.1(h)). If the Call Expiration Registration Statement relates to an Underwritten Offering and the managing underwriter of the Underwritten Offering relating thereto advises the Company, the Holders and the Trust in writing that the total amount of shares of New Common Stock requested to be registered therein (including those to be included by the Trust and the Holders), together with such other securities that the Company and any Other Stockholders (other than the Holders) propose to include in such registration, is such as to adversely affect the successful marketing (including the pricing) of the securities included in such registration, then the Company shall include in such registration all shares of New Common Stock requested to be included therein, up to the full amount (such amount the “Call Expiration Capacity”) that, in the view of such managing underwriter, can be sold without adversely affecting the successful marketing (including the pricing) of the securities to be included in such registration and such shares shall be allocated as follows: (1) first, up to the full amount of Qualified Holder Registrable Securities requested to be included therein allocated pro rata among the Holders participating in such Call Expiration Registration Statement, on the basis of the number of Qualified Holder Registrable Securities requested to be included therein by such Holders; (2) second, up to the full amount of shares of New Common Stock of the Trust requested to be included in the Call Expiration Registration Statement by the Trust; (3) third, up to the full amount of any other Holder Registrable Securities held by any Holders requested to be included therein allocated pro rata among Holders participating in such Call Expiration Registration Statement, on the basis of the number of Holder Registrable Securities requested to be included therein by such Holder; (4) fourth, up to the full amount of securities proposed to be included in the Call Expiration Registration Statement by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Call Expiration Registration Statement by the Other Stockholders (other than the Holders) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Holders) so that the total amount of securities to be included in such Call Expiration Registration Statement is the Call Expiration Capacity; provided, that, the Trust shall be allowed to include in the Call Expiration Registration Statement a minimum number of shares of New Common Stock equal to the lesser of (x) 50% of the Call Expiration Capacity (unless on the latest date that a Call Agreement expires, the Trust has less than 14 million shares of New Common Stock, in which case the reference to “50%” above shall be to “25%”) and (y) the number of shares of New Common Stock the Trust requests to include in the Call Expiration Registration Statement.

Right to Demand Registration. (a) At If the Initial Registration Statement under Article III is no longer effective, subject to the remainder of Section 4.1(b), at any time and from time to time, any Holder or group of Holders representing at least 75% of all Registrable Securities (x) DBSI may request in writing that the Company 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 with the SEC under and in accordance with the provisions of the Securities Act (which written request will 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 then current name and address of such Demanding Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registeredregistered in such registration by such 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 means of distribution). The Company will 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 written notice to the Company given no later than 10 Business Days after the Company’s notice is given to such Holder (which notice shall specify (i) the then-current name and address of the Holder, (ii) the aggregate number of shares of Registrable Securities requested to be registered in such registration by such Holder or group of Holders, and (iii) the total number of shares of Common Stock then held by such Holder), request that all or a part of such Holder’s Registrable Securities be included in such registration. The Company shall file a Registration Statement covering such Demanding Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will shall not be required to take any action pursuant to this Article IIIV: (i) (A) with respect to any request for registration by DBSI pursuant to Section 4.1(a)(x), if prior to the date of such request, the Company has effected three at the request of DBSI a total of two registrations in the aggregate pursuant to this Article IISection 4.1(a)(iv) or Section 4.1(a)(v) or one registration at the request of DBSI within the 15-month period preceding the date of the request, (B) with respect to any request for registration by SP pursuant to Section 4.1(a)(y), if prior to the date of such request, the Company has effected at the request of SP a total of two registrations in the aggregate pursuant to Section 4.1(a)(iv) or Section 4.1(a)(v) or one registration at the request of SP within the 15-month period preceding the date of the request, or (C) with respect to any request for registration by any Holder or group of Holders (excluding DBSI and SP) pursuant to Section 4.1(a)(z), if prior to the date of such request, the Company has effected at the request of any Holder or group of Holders, four registrations in the aggregate pursuant to Section 4.1(a)(iv) or Section 4.1(a)(v) or one registration at the request of such Holder or group of Holders within the 15-month period preceding the date of the request; provided, however, that under no circumstances shall the Company be required to effect more than four Demand Registrations; (Bii) if within the 12-month period preceding such request the Company has effected either one Demand Registration; (1iii) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective if within the 126-month period preceding such request Demand Registration the effectiveness of a Registration Statement under this Section 4.1(a) shall have terminated; (iv) in the case of a non-Underwritten Offering, unless the Registrable Securities requested to be registered (A) have an aggregate then-current market value, including (x) in the case of a Demand Registration by DBSI or SP, Registrable Securities of other Holders which such Holders have agreed to include in such Demand Registration and at least 10% (y) in the case of a Demand Registration by other Holders, Registrable Securities of DBSI and/or SP which DBSI and/or SP have agreed to include in such Demand Registration, of $25.0 million or more (before deducting underwriting discounts and commission) or (B) constitute all of the then-outstanding Registrable Securities were entitled pursuant to held by DBSI or SP, or the terms of this Agreement to be included in such registration statementDemanding Holders or Holders; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (Dv) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value at the time of $100 the request for a Demand Registration, including (x) in the case of a Demand Registration by DBSI or SP, Registrable Securities of other Holders which such Holders have agreed to include in such Demand Registration and (y) in the case of a Demand Registration by other Holders, Registrable Securities of DBSI and/or SP which DBSI and/or SP have agreed to include in such Demand Registration, of $ 50.0 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holderscommissions); or (Evi) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the at anytime there is no Company effect a registration pursuant “shelf” Registration Statement outstanding with respect to this Section 2.1 and the Company is at such time eligible to use Form S-3Registrable Securities, the Demanding Holder or Holders making such request hereunder may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act; provided, that the Company shall not be required to maintain the effectiveness of any such registration statement for more than the Required Period. (c) A Demand Registration requested pursuant to this Section 4.1 shall not be deemed to be effected by the Company for purposes of Section 4.1 if it has not (i) been declared effective by the SEC or (ii) become effective in accordance with the Securities Act and kept effective as contemplated by Section 4.2, subject to any Blackout Periods. If the Company shall have complied with its obligations under this Agreement, a right to a Demand Registration pursuant to this Section 4.1 shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities included therein shall have been disposed of pursuant to the Registration Statement, and (y) the date as of which such Demand Registration shall have been continuously effective (and not subject to any stop order, injunction or other similar order or requirement of the SEC) for the Required Period, subject to any Blackout Periods. (d) In the event that more than one written request for a Demand Registration pursuant to Section 4.1 is received by the Company on the same day, the Holder(s) making the request that represents the largest number of shares of Common Stock shall be deemed to be the Demanding Holder(s) (or demanding holder).

Right to Demand Registration. (aSubject to Section 4(b) At any time ---------------------------- below, CVC and from time to time, any Holder or group the holders of Holders representing at least 75% a majority of all the Registrable Securities may (the "WEP Shares") held by WEP on the date hereof (the "WEP Holders") shall be entitled to make a written request in writing that ("Demand Registration Request") to the Company effect the for registration of all or part of such Holder’s or Holders’ Registrable Securities with the SEC Commission under and in accordance with the provisions of the Securities Act of all or part of the Registrable Securities owned by it (a "Demand Registration") (which written request will Demand Registration Request shall specify the intended number of Registrable Securities to be disposed of by such holder and the intended method of disposition thereof); provided, that (i) the then current name 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 at such time, defer such Demand Registration for a single period not to exceed 180 days, and address of such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registered, (iii) the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that if the Company will elects not be required to take any action pursuant to this Article II: (A) if prior to effect the date of such request, the Company has effected three registrations pursuant to this Article II; (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled Demand Registration pursuant to the terms of this Agreement sentence, no Demand Registration shall be deemed to be included have occurred for purposes of this Agreement. Within 10 days after receipt of the Demand Registration Request, the Company will serve written notice (the "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 statement; all Registrable Securities of such holders with respect to which the Company has received written requests for inclusion therein from such holders within fifteen (C15) if a Registration Statement is effective at business days after the time such request is receipt by the applicable holder of the Notice. All requests made and such Registration Statement may be utilized for pursuant to this paragraph 4(a) will specify the offering and sale aggregate number of the Registrable Securities requested to be registered; (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value and will also specify the intended methods of $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders; or (E) during the pendency of any Blackout Perioddisposition thereof. (b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

Right to Demand Registration. (a) At any time and from time to timetime following the date that is 180 days after (i) the Compliance Date and (ii) the date that the Company has obtained the requisite stockholder approval for the issuance of the Conversion Stock, any Holder or group of Holders representing at least 75% of all Registrable Securities may request in writing that the Company effect the registration of all or part of such Holder’s or Holders’ Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act and this Agreement (which written request will specify (i) the then current name and address of such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registered, and (iii) the total number means of shares of Common Stock then held by such distribution (the “Demand Notice”). (b) If a Holder or HoldersHolders request that the Company effect a Demand Registration and the Company is at such time eligible to use Form S-3 (or any applicable successor form), and the Holder or Holders making such request may specify in the Demand Notice that the requested registration be a Shelf Registration for an offering on a delayed or continuous basis pursuant to Rule 415. (ivc) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such requesta Demand Notice; provided, however, that the Company will not be required to take any action pursuant to this Article IIII if: (A) if prior to the date of such request, the Company has effected three registrations pursuant to this Article II; (B) two Demand Registrations or if within the Company has effected one Demand Registration in the 12-month period preceding the Demand Notice; (B) (i) within the 90-day period preceding such request request, the Company has effected either (1x) two registrations any registration other than an Underwritten Registration pursuant to this which the Holders were entitled to participate pursuant to Article II III hereof without any limitation on their ability to include all of their Registrable Securities requested to be included therein or (2y) one registration an Underwritten Registration pursuant to this Article II which the Holders were entitled to participate and a registration statement include between 25% to 50% of the Company under the Registrable Securities Act has been declared effective requested to be included therein pursuant to Article III hereof, or (ii) within the 12180-month day period preceding such request request, the Company has effected an Underwritten Registration pursuant to which the Holders were entitled to participate and at least 10include more than 50% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement requested to be included in such registration statementtherein pursuant to Article III hereof; (C) if a Registration Statement is effective at the time such request is made and pursuant to which the Holder or Holders making such Registration Statement may be utilized for request can effect the offering and sale disposition of the such Holder’s or Holders’ Registrable Securities requested to be registeredin the manner requested; (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1i) have an aggregate then-current market value of less than $100 100.0 million or more (before deducting any underwriting discounts and commission) or (2ii) constitute less than all remaining Registrable Securities if less than $100.0 million of the then-outstanding current market value of Registrable Securities held by Holdersare then outstanding; or (E) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

Right to Demand Registration. (a) At (i) Subject to the Transfer Restrictions, at any time and from time to time, any Holder or group the Demand Requestor(s) holding a majority of Holders representing at least 75% the shares of all Registrable Securities Series B Preferred Stock then outstanding may request in writing that the Company effect the registration of all or part of such Holder’s or Holders’ Registrable Securities with the SEC Commission under and in accordance with the provisions of the Securities Act (which written request will specify (i) the then current name and address of Selling Holder Information for such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registered, (iii) the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, howeverthat the Company will not be required to take any action pursuant to this Section 2.2(a)(i) if prior to the date of such request, the Company has effected any registration pursuant to this Section 2.2(a)(i); provided, further, that following the time that the Company shall become Form S-3 Eligible, the immediately preceding proviso shall no longer apply. The Holders requesting a registration pursuant to the first sentence of this Section 2.2(a)(i) shall provide written notice, within three (3) Business Days of making such a request pursuant to the first sentence of this Section 2.2(a)(i), to AXXX and all other Holders (other than a Creditor Party) of any such request (by delivering a copy of such request to AXXX and each other Holder (other than a Creditor Party)) for registration pursuant to this Section 2.2(a)(i) and AXXX and each other Holder (other than a Creditor Party) may, by written notice to the Holders requesting the registration pursuant to this Section 2.2(a)(i) and the Company, given no later than ten (10) Business Days after the Holders requesting the registration pursuant to this Section 2.2(a)(i) give notice to AXXX and each other Holder (other than a Creditor Party) (which notice shall specify the applicable Selling Holder Information with respect to each such other Holder), request that all or part of such Holder’s Registrable Securities be included in such registration. Additionally, at any time that any Holder has made a request for registration pursuant to this Section 2.2(a)(i), AXXX and/or its Related Purchasers and/or GM and its Affiliates may request in writing that such Holder submit a request to the Company on behalf of AXXX and/or its Related Purchasers and/or GM and its Affiliates to be included as selling shareholders in such registration in accordance with this Section 2.2(a)(i); provided, that the determination of the Investors and their Related Purchasers holding a majority of the shares of Series B Preferred Stock owned by all Investors and their Related Purchasers as to whether or not to make such request to the Company shall be at the sole discretion of such Holders requesting a registration pursuant to the first sentence of this Section 2.2(a)(i); provided, further, that if any Investor and its Related Purchasers submit a request pursuant to this sentence, AXXX and/or its Related Purchasers and/or GM and its Affiliates shall provide such cooperation and information so as to permit such Holder to comply with the requirements of this Section 2.2(a)(i). (ii) Subject to the Transfer Restrictions, at any time and from time to time, the Demand Requestor holding the Common Stock issued or issuable upon the conversion of the Series C Preferred Stock and any additional securities issued or distributed by way of dividend or distribution in respect of any such shares of Common Stock may request in writing that the Company effect the registration of all or part of such Holder’s or Holders’ shares of Common Stock with the Commission under and in accordance with the provisions of the Securities Act (which written request will specify the Selling Holder Information for such Holder or Holders). The Company will file a Registration Statement covering such Holder’s or Holders’ shares of Common Stock requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, that the Company will not be required to take any action pursuant to this Article II: (ASection 2.2(a)(ii) if prior to the date of such request, the Company has effected three registrations any registration pursuant to this Article IISection 2.2(a)(ii); provided, further, that following the time that the Company shall become Form S-3 Eligible, the immediately preceding proviso shall no longer apply. The Holders requesting a registration pursuant to the first sentence of this Section 2.2(a)(ii) shall provide written notice, within three (3) Business Days of making such a request pursuant to the first sentence of this Section 2.2(a)(ii), to AXXX and all other Holders (other than a Creditor Party) of any such request (by delivering a copy of such request to AXXX and each other Holder (other than a Creditor Party)) for registration pursuant to this Section 2.2(a)(ii) and AXXX and each other Holder may, by written notice to the Holders requesting the registration pursuant to this Section 2.2(a)(ii) and the Company, given no later than ten (10) Business Days after the Holders requesting the registration pursuant to this Section 2.2(a)(ii) give notice to AXXX and each other Holder (other than a Creditor Party) (which notice shall specify the applicable Selling Holder Information with respect to each such other Holder), request that all or part of such Holder’s Registrable Securities be included in such registration. Additionally, at any time that any Holder has made a request for registration pursuant to this Section 2.2(a)(ii), AXXX and/or its Related Purchasers and/or Investors and their Related Purchasers may request in writing that such Holder submit a request to the Company on behalf of AXXX and/or its Related Purchasers and/or Investors and their Related Purchasers to be included as selling shareholders in such registration statement in accordance with this Section 2.2(a)(ii); provided, that the determination of GM and its Affiliates holding shares of Common Stock issued or issuable upon the conversion of the Series C Preferred Stock and any additional securities issued or distributed by way of dividend or distribution in respect of any such shares of Common Stock as to whether or not to make such request to the Company shall be at the sole discretion of such Holders requesting a registration pursuant to the first sentence of this Section 2.2(a)(ii); provided, further, that if any Holder submits a request pursuant to this sentence, AXXX and/or its Related Purchasers and/or Investors and their Related Purchasers shall provide such cooperation and information so as to permit such Holder to comply with the requirements of this Section 2.2(a)(ii); (Biii) Subject to the Transfer Restrictions, at any time and from time to time, a Creditor Party may request in writing that the Company effect the registration of all or part of such Holder’s or Holders’ shares of Common Stock with the Commission under and in accordance with the provisions of the Securities Act (which written request will specify the Selling Holder Information for such Holder or Holders). The Company will file a Registration Statement covering such Holder’s or Holders’ shares of Common Stock requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, that the Company will not be required to take any action pursuant to this Section 2.2(a)(iii) if prior to the date of such request, the Company has effected any registration pursuant to this Section 2.2(a)(iii). The Holders requesting a registration pursuant to the first sentence of this Section 2.2(a)(iii) shall provide written notice, within three (3) Business Days of making such a request pursuant to the first sentence of this Section 2.2(a)(iii), to AXXX and all other Holders of any such request (by delivering a copy of such request to AXXX and each other Holder) for registration pursuant to this Section 2.2(a)(iii) and AXXX and each other Holder may, by written notice to the Holders requesting the registration pursuant to this Section 2.2(a)(iii) and the Company, given no later than ten (10) Business Days after the Holders requesting the registration pursuant to this Section 2.2(a)(iii) give notice to AXXX and each other Holder (which notice shall specify the applicable Selling Holder Information with respect to each such other Holder), request that all or part of such Holder’s Registrable Securities be included in such registration. Additionally, at any time that any Holder has made a request for registration pursuant to this Section 2.2(a)(iii), AXXX and/or its Related Purchasers and/or Investors and/or their Related Purchasers and/or GM and its Affiliates and/or any other Creditor Party may request in writing that such Holder submit a request to the Company on behalf of AXXX and/or its Related Purchasers and/or Investors and/or their Related Purchasers and/or GM and its Affiliates and/or any other Creditor Party to be included as selling shareholders in such registration statement in accordance with this Section 2.2(a)(iii); provided, that the determination of the requesting Creditor Party as to whether or not to make such request to the Company shall be at the sole discretion of such Holders requesting a registration pursuant to the first sentence of this Section 2.2(a)(iii); provided, further, that if any Holder submits a request pursuant to this sentence, AXXX and/or its Related Purchasers and/or Investors and their Related Purchasers and/or GM and its Affiliates and/or any other Creditor Party shall provide such cooperation and information so as to permit such Holder to comply with the requirements of this Section 2.2(a)(iii). (b) Subject to the Transfer Restrictions, at any time and from time to time, AXXX may request in writing that the Company effect the registration of all or part of its Registrable Securities, and the Registrable Securities of any other Holder, with the Commission under and in accordance with the provisions of the Securities Act (which written request will specify the applicable Selling Holder Information with respect to AXXX and such Holders). The Company will file a Registration Statement covering such Holders’ Registrable Securities requested to be registered as promptly as practicable (and in any event, by the applicable Filing Date) after receipt of such request; provided, that, with respect to AXXX, the Company will not be required to take any action pursuant to this Section 2.2(b) if prior to the date of such request, the Company has effected four (4) registrations requested by AXXX pursuant to this Section 2.2(b); provided, further, that following the time that the Company shall become Form S-3 Eligible, the immediately preceding proviso shall no longer apply. AXXX shall provide written notice, within three (3) Business Days of making a request pursuant to the first sentence of this Section 2.2(b), to each other Holder of any such request (by delivering a copy of such request to each such other Holder) for registration by AXXX pursuant to the first sentence of this Section 2.2(b) and each other Holder may, by written notice to AXXX and the Company, given no later than ten (10) Business Days after ADAH’s notice is given to such Holder (which notice shall specify the applicable Selling Holder Information with respect to such Holder), request that all or part of such Holder’s Registrable Securities be included in such registration. Additionally, at any time that AXXX is permitted to make a request for registration pursuant to this Section 2.2(b), any Investors and/or their Related Purchasers may request in writing that AXXX submit a demand for registration to the Company on such Investors and/or their Related Purchasers’ behalf in accordance with this Section 2.2(b); provided, that ADAH’s determination as to whether or not to make such request to the Company shall be at ADAH’s sole discretion; provided, further, that if AXXX submits a request pursuant to this sentence, such Investors and/or their Related Purchasers shall provide such cooperation and information so as to permit AXXX to comply with the requirements of this Section 2.2(b). (c) Notwithstanding anything to the contrary in Section 2.2(a) or Section 2.2(b), the Company will not be required to take any action pursuant to Section 2.2(a) or Section 2.2(b) in any of the following circumstances: (A) if within the 12-month period preceding such request the Company has effected either two (12) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statementSection 2.2; (CB) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (C) during the pendency of any Blackout Period; or (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1I) have an aggregate then-current market value of $100 25.0 million or more (before deducting underwriting discounts and commission) or (2II) constitute all of the then-outstanding Registrable Securities held by the Holders; or (E) during the pendency of any Blackout Period. (bd) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 2.2, and the Company is at such time eligible to use Form S-3S-3 Eligible, the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

Right to Demand Registration. (a) At any time and from time to time, any Holder or group of Holders representing at least 75% not less than 12 million shares of all Registrable Securities Common Stock (including securities convertible or exercisable into shares of Common Stock calculated on an as converted basis), in each case as adjusted for stock splits or reverse stock splits, may request in writing that the Company effect the registration of all or part of such Holder’s or Holders’ Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request will specify (i) the then then-current name and address of such Holder or Holders, (ii) the aggregate number of shares or principal amount, as applicable, of Registrable Securities requested to be registered, (iii) the total number of shares of Common Stock and amount of Convertible Debt Securities then held by such Holder or Holders, Holders and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will not be required to take any action pursuant to this Article II: (A) if prior to the date of such request, the Company has effected three registrations pursuant to this Article II; (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities (calculated on an as converted basis) were entitled pursuant to the terms of this Agreement to be included in such registration statement; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value of $100 million or more or aggregate principal amount of $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders; or (E) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

Right to Demand Registration. (a) At Subject to the terms of Section 4.1(b), at any time and from time to time, any Holder or group of Holders representing at least 75% of all Registrable Securities (x) JPM may request in writing that the Company 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 with the SEC under and in accordance with the provisions of the Securities Act (which written request will 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 then current name and address of such Demanding Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registeredregistered in such registration by such 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 means of distribution). The Company will 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 written notice to the Company given no later than 10 Business Days after the Company’s notice is given to such Holder (which notice shall specify (i) the then-current name and address of the Holder, (ii) the aggregate number of shares of Registrable Securities requested to be registered in such registration by such Holder or group of Holders, and (iii) the total number of 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 registration. The Company shall file a Registration Statement covering such Demanding Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will shall not be required to take any action pursuant to this Article IIIV: (i) (A) with respect to any request for registration by JPM pursuant to Section 4.1(a)(x), if prior to the date of such request, the Company has effected three at the request of JPM, five registrations in the aggregate pursuant to this Article IISection 4.1(a)(iii) or Section 4.1(a)(iv) or (B) with respect to any request for registration by any Holder or group of Holders (excluding JPM) pursuant to Section 4.1(a)(y), if prior to the date of such request, the Company has effected at the request of any Holder or group of Holders (excluding JPM), five registrations in the aggregate pursuant to Section 4.1(a)(iii) or Section 4.1(a)(iv); (Bii) if within the 12-month period preceding such request the Company has effected either (1) two registrations Demand Registrations for JPM pursuant to this Article II Section 4.1(a)(x) or two Demand Registrations for any Holder or group of Holders pursuant to Section 4.1(a)(y); (iii) in the case of a non-Underwritten Offering, unless the Registrable Securities requested to be registered (A) have an aggregate then-current market value, including (x) in the case of a Demand Registration by JPM, Registrable Securities of other Holders which such Holders have agreed to include in such Demand Registration and (y) in the case of a Demand Registration by other Holders, Registrable Securities of JPM which JPM has agreed to include in such Demand Registration, of $50 million or more (before deducting underwriting discounts and commission) or (2B) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% constitute all of the then-outstanding Registrable Securities were entitled pursuant held (including shares subject to the terms of this Agreement to be included in such registration statementCollars) by the Demanding Holders or Holders; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (Div) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1A) have an aggregate then-current market value at the time of the request for a Demand Registration, including (x) in the case of a Demand Registration by JPM, Registrable Securities of other Holders which such Holders have agreed to include in such Demand Registration and (y) in the case of a Demand Registration by other Holders, Registrable Securities of JPM which JPM has agreed to include in such Demand Registration, of $100 75 million or more (before deducting underwriting discounts and commission) or (2B) constitute all of the then-outstanding Registrable Securities held (including shares subject to the Collars) by the Demanding Holders or Holders; or (Ev) during the pendency of any Blackout Period. (b) Holders shall not be permitted to request any Demand Registrations for an Underwritten Offering for a period beginning on the Cut-off Date and ending on (i) if the Trust does not, pursuant to the Trust Registration Agreement, request an Exclusive Trust Registration during the Exclusive Trust Registration Period, the end of the Exclusive Trust Registration Period and (ii) if the Trust does request an Exclusive Trust Registration during the Exclusive Trust Period, the later of (x) the date on which the sale of the securities covered by the Exclusive Trust Registration occurs, or if earlier, the withdrawal, revocation or termination of the Exclusive Trust Registration solely by the Trust and (y) the end of any Lock-Up Period requested by the managing underwriter in connection with the Exclusive Trust Registration. The Holders shall be allowed to include in the Exclusive Trust Registration at least the lesser of 25% of the shares of New Common Stock included in the Exclusive Trust Registration and the number of Qualified Registrable Securities requested by the Holders to be included in the Exclusive Trust Registration, in accordance with the terms of Section 4.4. Notwithstanding the foregoing, if the Trust does not, on the latest date on which a Collar Agreement expires, have at least $75 million of Trust Shares, this Section 4.1(b) shall not apply. (c) The Holders shall have the exclusive right to make a request for a Demand Registration for an Underwritten Offering (the “Exclusive Holder Registration”) for a period (the “Exclusive Holder Period”) of 60 days after (i) if no Exclusive Trust Registration is requested by the Trust under the Trust Registration Agreement, the end of the Exclusive Trust Period and (ii) if an Exclusive Trust Registration is requested, the latest of (x) the date on which the sale of securities covered by the Exclusive Trust Registration closes or, if earlier, the withdrawal, revocation or termination of the Exclusive Trust Registration solely by the Trust and (y) the end of any Lock-Up Period requested by the managing underwriter in connection with the Exclusive Trust Registration. If an Exclusive Holder Registration is requested, the Trust shall not have a right to make a Demand Registration for an Underwritten Offering for a period beginning on the date the Holders make a written request for an Exclusive Holder Registration and ending on the later of (i) the date on which the sale of securities covered by the Exclusive Holder Registration closes or, if earlier, the withdrawal, revocation or termination of the Exclusive Holder Registration solely by the Holders and (ii) the end of any Lock-Up Period requested by the managing underwriter in connection with the Exclusive Holder Registration. The Trust shall be permitted to include in the Exclusive Holder Registration at least the lesser of 25% of the shares of New Common Stock covered by the Exclusive Holder Registration and the number of shares of New Common Stock requested by the Trust to be included in the Exclusive Holder Registration in accordance with Section 4.4. Notwithstanding the foregoing, if the Trust does not on the date that the Holders request that the Company effect a registration pursuant to an Exclusive Holder Registration have at least $75 million of Trust Shares, this Section 2.1 and the 4.1(c) shall not apply. (d) If at anytime there is no Company is at such time eligible “shelf” Registration Statement outstanding with respect to use Form S-3Registrable Securities, the Demanding Holder or Holders making such request hereunder may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. (e) A Demand Registration requested pursuant to Section 4.1 shall not be deemed to be effected by the Company for purposes of Section 4.1 if it has not (i) been declared effective by the SEC or (ii) become effective in accordance with the Securities Act and kept effective as contemplated by Section 4.2, subject to any Blackout Periods. If the Company shall have complied with its obligations under this Agreement, a right to a Demand Registration pursuant to this Section 4.1 shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities included therein shall have been disposed of pursuant to the Registration Statement, and (y) the date as of which such Demand Registration shall have been continuously effective (and not subject to any stop order, injunction or other similar order or requirement of the SEC) for the Required Period. (f) In the event that more than one written request for a Demand Registration pursuant to Section 4.1 or Section 4.1 of the Trust Registration Agreement is received by the Company on the same day, the Holder(s) or Trust making the request that represents the largest number of shares of New Common Stock shall be deemed to be the Demanding Holder(s). (g) Notwithstanding anything contained in this Section 4.1 to the contrary, if, on the latest date that a Call Agreement expires, (i) the Trust holds shares of New Common Stock and (ii) either (A) the Holders have exercised a Demand Registration for an Underwritten Offering but the corresponding Registration Statement (the “Call Expiration Registration Statement”) has not as of such date been declared effective by the SEC or (B) the Holders have exercised a Demand Registration for an Underwritten Offering and a post-effective amendment to the Call Expiration Registration Statement is to be filed with the SEC, then the Trust shall be entitled to require the Call Expiration Registration Statement to be amended to include, and the Company shall include in such Call Expiration Registration Statement, all of the shares of New Common Stock the Trust requests to be covered under the Call Expiration Registration Statement (subject to the following provisions of this Section 4.1(g)). If the Call Expiration Registration Statement relates to an Underwritten Offering and the managing underwriter of the Underwritten Offering relating thereto advises the Holders and the Trust in writing that the total amount of shares of New Common Stock requested to be registered therein (including those to be included by the Trust and the Holders), together with such other securities that the Company and any Other Stockholders propose to include in such offering, is such as to adversely affect the successful marketing (including the pricing) of the securities included in such offering, then the Company shall include in such registration all shares of New Common Stock requested to be included therein, up to the full amount (such amount the “Call Expiration Capacity”) that, in the view of such managing underwriter, can be sold without adversely affecting the successful marketing (including the pricing) of the securities to be included in such offering and such shares shall be allocated as follows: (1) first, up to the full amount of Qualified Registrable Securities allocated pro rata among the Holders participating in such Call Expiration Registration Statement, on the basis of the number of Qualified Registrable Securities requested to be included therein by such Holder; (2) second, up to the full amount of shares of New Common Stock of the Trust requested to be included therein by the Trust; (3) third, up to the full amount of any other Registrable Security held by any Holders allocated pro rata among Holders participating in such Call Expiration Registration Statement, on the basis of the number of Registrable Securities requested to be included therein by such Holder; (4) fourth, up to the full amount of securities proposed to be included in the registration by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Call Expiration Registration Statement by the Other Stockholders (other than the Trust) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Trust) so that the total amount of securities to be included in such Call Expiration Registration Statement is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the successful marketing (including the pricing) of the securities proposed to be included in such registration; provided, that, the Trust shall be allowed to include in the Call Expiration Registration Statement a minimum number of shares of New Common Stock in the Call Expiration Registration Statement equal to the lesser of (x) 50% of the Call Expiration Capacity (unless on the latest date that a Call Agreement expires, the Trust has less than 14 million shares of New Common Stock, in which case the reference to “50%” above shall be to “25%”) and (y) the number of shares of New Common Stock the Trust requests to include in the Call Expiration Registration Statement.

Right to Demand Registration. (a) At any time and from time to time, any Holder Xxxxxx Capital Group or group of Holders representing at least 75% of all Registrable Securities EC Investments may request in writing that the Company effect the registration of all or part of such HolderXxxxxx Capital Group’s Registrable Securities or HoldersEC Investments’ Registrable Securities Securities, respectively, with the SEC under and in accordance with the provisions of the Securities Act (which written request will specify (i) the its then current name and address of such Holder or Holdersaddress, (ii) the aggregate number of shares of Registrable Securities requested to be registered, (iii) the total number of shares of Class B Common Stock then held by such Holder Xxxxxx Capital Group, or HoldersCommon Stock then held by EC Investments, as appropriate, and (iv) the intended means of distribution) (a “Demand Notice”). The Company will file a Registration Statement covering such HolderXxxxxx Capital Group’s or HoldersEC Investments’ Registrable Securities requested to be registered as promptly as reasonably practicable (and, in any event, by the applicable Filing Date) after receipt of such requestrequest and shall use reasonable best efforts to cause the same to be declared effective by the SEC as promptly as reasonably practicable after such filing; provided, however, that the Company will not be required to take any action pursuant to this Article II: (A) if such request is made by Xxxxxx Capital Group or EC Investments and, prior to the date of such request, the Company has effected three registrations pursuant to this Article IIfour Demand Registrations, or, has effected one Demand Registration in the twelve-month period immediately preceding the Demand Notice; (B) if within the 12-month period preceding such request is made by Xxxxxx Capital Group or EC Investments within 180 days after the effective date of consummation of the IPO, or to the extent it would otherwise violate any “lock-up” provisions to which the Company is subject; (C) if the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective its Common Stock within the 1290-month day period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statementrequest; (CD) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for pursuant to which Xxxxxx Capital Group or EC Investments could effect the offering and sale disposition of the Xxxxxx Capital Group’s or EC Investments’ Registrable Securities requested to be registeredas described in the Demand Notice; (DE) in the case of an Underwritten Offering, unless if the Registrable Securities requested to be registered (1) included in such Demand Registration have an aggregate then-current market value of less than $100 25 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders); or (EF) during the pendency of any Blackout Period. (b) If a Holder Xxxxxx Capital Group or Holders request EC Investments requests that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder Xxxxxx Capital Group or Holders making such request EC Investments may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act.

Right to Demand Registration. (a) At any time and from time to time, any Holder or group of Holders representing at least 75% (calculated on an as converted basis) of all Registrable Securities may request in writing that the Company effect the registration of all or part of such Holder’s or Holders’ Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request will specify (i) the then then-current name and address of such Holder or Holders, (ii) the aggregate number of shares or principal amount, as applicable, of Registrable Securities requested to be registered, (iii) the total number of shares of Common Stock and amount of Convertible Debt Securities then held by such Holder or Holders, Holders and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will not be required to take any action pursuant to this Article II: (A) if prior to the date of such request, the Company has effected three registrations pursuant to this Article II; (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities (calculated on an as converted basis) were entitled pursuant to the terms of this Agreement to be included in such registration statement; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value of $100 million or more or aggregate principal amount of $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders; or (E) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

Right to Demand Registration. (a) At If, at any time and from time to time, any Holder one or group more of the MSCG Holders holding Registrable Securities representing at least 752.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Registrable Securities may Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) submits a written request in writing that (a “Request Notice”) to the Company effect the for registration of all or part of such Holder’s or Holders’ Registrable Securities with the SEC Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities Act (which written request will specify (i) the then current name and address of owned by such MSCG Holder or HoldersMSCG Holders (a “Demand Registration”), (ii) the aggregate number of shares of Registrable Securities requested Company shall thereupon, as expeditiously as possible, use its reasonable best efforts to be registered, (iii) the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, registration statement with the Commission and have the registration statement declared effective by the applicable Filing Date) after receipt of such requestCommission; provided, however, that the Company will not be required to take any action pursuant to this Article II: (A) if prior to the date number of such request, the Company has effected three registrations pursuant to this Article II; (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant as to the terms of this Agreement to be included in such registration statement; (C) if a Registration Statement is effective at the time which such request is made and such Registration Statement may be utilized for the offering and sale shall represent not less than 2.5% of the Registrable Securities requested then outstanding Common Stock and Common Stock Equivalents. The MSCG Holders acknowledge that, within 10 days after receipt of such Request Notice, the Company will serve written notice of such registration request to be registered; (Di) all Preferred Stock Investor Holders who hold shares of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), and, subject to the pro rata allocations set forth in Section 2.2.4, the Company will include in such Demand Registration all such shares of Common Stock held by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders with respect to which the Company has received a written request for inclusion therein within 20 days after the giving of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more in the case aggregate of an Underwritten Offeringthe then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, unless the Registrable Securities requested to at MSCG’s option, be registered (1) have an aggregate then-current market value of $100 million underwritten by one or more (before deducting underwriting discounts underwriters and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders; or (E) during the pendency of any Blackout Periodshall be subject to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offering. (b) If a Holder or All MSCG Holders request that the Company effect a requesting registration of their Registrable Securities pursuant to this Section 2.1 2.2.1 shall specify the aggregate number of Registrable Securities proposed to be registered and the Company is at such time eligible intended methods of disposition thereof. The MSCG Holders shall collectively be entitled to use Form S-3request, three Demand Registrations (the Holder or Holders making such request may specify that the requested registration last of which shall be a “shelf registration” for an offering on a delayed or continuous basis Shelf Registration Statement pursuant to Rule 415 under the 1933 Act to be effective for not less than 180 days) pursuant to which a registration statement covering Registrable Securities Actshall be filed with and declared effective by the Commission, the expenses of which shall be borne by the Company in accordance with Section 2.4, and no more than one Demand Registration may be requested by any MSCG Holder in any 12-month period; provided, however, that if, following the effective date of any registration statement filed pursuant to a Demand Registration, any MSCG Holder whose Registrable Securities are to be included in such Demand Registration pursuant to this Section 2.2.1 elects, by giving written notice to the Company not later than 90 days after such effective date, not to dispose of its Registrable Securities because of a material adverse change or event in the business, condition (financial or otherwise), assets or prospects of the Company and its subsidiaries, taken as a whole, or because of a material adverse change or event with respect to the Company and its subsidiaries, taken as a whole, not disclosed in the final prospectus prepared in connection with such Demand Registration, then such Demand Registration shall not count as one of the three Demand Registrations permitted hereunder unless shares of Common Stock representing 2.5% or more of the then outstanding Common Stock, including Common Stock Equivalents, are sold pursuant to the registration statement prepared in connection with such Demand Registration within 90 days of the effective date of such registration statement and prior to the occurrence of such material adverse change or event. (c) If at the time of any Request Notice (i) the Company is engaged in a registered public offering as to which the MSCG Holders had the right to include their Registrable Securities, whether as a Piggyback Registration or otherwise, (ii) the Company is engaged in any other activity outside of the ordinary course of business, such as a merger, consolidation, recapitalization or acquisition which, in the good faith judgment of the Board, would be materially and adversely affected by the requested registration or (iii) the Board makes a good faith determination that the public disclosures required to be made in the requested registration statement would have a material and adverse impact on the business, financial condition or prospects of the Company, the Company may at its option direct that such request be delayed for a period of not more than 90 days, which right to delay may be exercised by the Company only one time in respect of each Demand Registration. (d) The Company shall have the same rights to piggyback on a Demand Registration as a MSCG Holder would have in a Piggyback Registration permitted under Section 2.1 subject to the pro rata allocations set forth in Section 2.2.4.

Right to Demand Registration. (a) At any time From and from time after the date that is 120 calendar days subsequent to timethe last day that the Shelf Registration Statement is effective, if any Holder or group of Holders representing at least 75% of all Registrable Securities may request requests in writing that the Company effect the registration of all or part of such Holder’s 's or Holders’ ' Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request will specify (i) the then current name and address of such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registered, (iii) registered and the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The , the Company will file a Registration Statement covering such Holder’s 's or Holders’ ' Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Dateevent within 60 calendar days) after receipt of such request; provided, however, that the Company will not be required to take any action pursuant to this Article IIIII: (Aa) if the Holder or Holders making such respect are not Affiliates of the Company at the time such request is made; (b) if prior to the date of such request, request the Company has effected three registrations pursuant to this Article IIIII; (Bc) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to a registration contemplated by this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective III within the 12120-month day period next preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statementrequest; (Cd) if a Registration Statement shelf registration is effective at the time such request is made and pursuant to which the Holder or Holders that requested registration could effect the disposition of such Registration Statement may be utilized for the offering and sale of the Holder's or Holders' Registrable Securities in the manner requested and the Company offered, in accordance with the procedures set forth herein, to be registeredinclude or did include such Holder's or Holders' Registrable Securities in such shelf registration; (De) in the case of an Underwritten Offering, unless if the Registrable Securities requested to be registered (1) shall have an aggregate a then-current market value of less than $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders10.0 million; or (Ef) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

Right to Demand Registration. (a) At Subject to Section 3.6, at any time and from time following the date hereof, Demand Requesting Holders may make written requests to time, any Holder or group of Holders representing at least 75% of all Registrable Securities may request in writing that the Company effect the for registration of all or part of such Holder’s or Holders’ Registrable Securities with the SEC Commission (a "Demand Registration") under and in accordance with the provisions of the Securities Act (which written request will specify (i) the then current name and address of such Holder all or Holders, (ii) the aggregate number part of shares of their Registrable Securities requested to be registered, (iii) the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such requestSecurities; provided, however, that the Company will (i) shall be required to effect no more than two such Demand Registrations pursuant to this Section 3 (other than the Shelf Registration as defined in Section 3.2), (ii) shall not be required to take any action pursuant cause a Demand Registration to this Article II: (A) if be filed with the Commission prior to the day that is 270 days after the date hereof, and (iii) shall not be required to effect a Demand Registration if less than $10 million in market value of such request, the Company has effected three registrations pursuant to this Article II; (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled would be registered or if the Registrable Securities could be sold pursuant to the terms of this Agreement to be included Shelf Registration if then in such registration statement; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value of $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders; or (E) during the pendency of any Blackout Periodeffect. (b) If A Demand Registration shall be in the form of a Holder firmly underwritten offering managed by an underwriter or underwriters selected pursuant to Section 3.5. (c) Within ten days after receipt of any request by the Demand Requesting Holders request that under Section 3.1(a) or the Majority Holders under Section 3.2, the Company effect a will give written notice (the "Other Holders Notice") of such registration pursuant request to this all other Holders, if any, and, subject to Section 2.1 and 3.4, shall include in such registration all Registrable Securities with respect to which the Company is at has received written requests for inclusion therein from the Holders thereof within 15 days after such time eligible notice by the Company. The Company shall have no obligation to use Form S-3include in such registration Registrable Securities with respect to which the Company has not received written requests within such 15-day period. (d) The failure to file a Registration Statement within 60 days of a written request delivered under Section 3.1 shall constitute, in the Holder absence of an injunction or a Blackout Period having been imposed, a breach thereof entitling the Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Actremedies hereunder.

Right to Demand Registration. From and after February 4, 2001 and, subject to Section 4.1(d), each of (aA) At any time AT&T PCS, (B) a Qualified Holder, and from time to time, any Holder or group of Holders representing (C) Management Stockholders that in the aggregate Beneficially Own at least 7550.1% of all Registrable Securities may the shares of Common Stock then Beneficially Owned by the Management Stockholders (each a Demanding Stockholder and, collectively, the Demanding Stockholders) shall have the right to make a written request in writing that to the Company effect the for registration of all or part of such Holder’s or Holders’ Registrable Securities with the SEC Commission, under and in accordance with the provisions of the Securities Act Act, of all or part of their Registrable Securities pursuant to an underwritten offering (a Demand Registration), which written request will shall specify (i) the then current name and address of such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested proposed to be registered, (iii) the total number of shares of Common Stock then held sold by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such requesteach Demanding Stockholder; provided, however, that (x) the Company will need not be required to take any action pursuant to this Article II: (A) if prior to effect a Demand Registration unless the date of such request, the Company has effected three registrations pursuant to this Article II; (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statement; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested proposed to be registered; 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 (Dy) 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 case aggregate of an Underwritten Offeringall such deferrals shall not exceed one hundred twenty (120) days in any 360 day period. 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, unless 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 requested 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. 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 convert into shares of Common Stock upon the effectiveness of the Registration Statement prepared in connection with such demand, and the Company shall fulfill its obligations under this Section 5 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. The Company will not be registered obligated to effect more than two (2) separate Demand Registrations during any twelve (12) month period; provided, however, that only one (1) have an request for a Demand Registration may be exercised by AT&T PCS and/or Management Stockholders that in the aggregate then-current market value of $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all Beneficially Own at least 50.1% of the then-outstanding shares of Common Stock then Beneficially Owned by the Management Stockholders during any 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 held by Holders; or (E) during the pendency of any Blackout Period. (b) If a Holder or Holders request that and, subject to Section 5(a)(ii), the Company effect a registration 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 twenty (20) days after the last date such Demand Notice was deemed to have been given pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act12.1.

Right to Demand Registration. (a) At any time and from time to time, any Holder one or group more Stockholders (each, a “Requesting Stockholder”) shall be entitled to make a written request of Holders representing at least 75% the Corporation (a “Demand”) for registration under the Securities Act of all an amount of Registrable Securities may request that, in writing that the Company aggregate taking into account all of the Requesting Stockholders, equals or is greater than the Registrable Amount (based on the number of Registrable Securities outstanding on the date such Demand is made) (a “Demand Registration”) and thereupon the Corporation will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration of all or part of such Holder’s or Holders’ registration, in each case as promptly as practicable under the Securities Act of: (i) the Registrable Securities with which the SEC under and Corporation has been so requested to register by the Requesting Stockholders for disposition in accordance with the provisions intended method of disposition stated in such Demand; (ii) all other Registrable Securities which the Corporation has been requested to register pursuant to Section 2.1(b); and (iii) all equity securities of the Corporation which the Corporation may elect to register in connection with any offering of Registrable Securities Act pursuant to this Section 2.1, but subject to Section 2.4(c); all to the extent necessary to permit the disposition (which written request will specify in accordance with the intended methods thereof) of the Registrable Securities and the additional Common Shares, if any, to be so registered. (b) Each Demand shall specify: (i) the then current name and address of such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registeredregistered in such Demand Registration (which may include a range or be specified in an aggregate dollar amount rather than an aggregate number of shares), (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known, and (iii) the total number identity of shares the Requesting Stockholder (or Requesting Stockholders). Within one (1) Business Day after receipt of Common Stock then held a Demand, the Corporation shall give written notice of such Demand to all other Stockholders. Subject to Section 2.4(c), the Corporation shall include in the Demand Registration covered by such Holder or Holders, and Demand all Registrable Securities with respect to which the Corporation has received a written request for inclusion therein within five (iv5) Business Days after the intended means Corporation’s notice required by this Section 2.1(b) has been given. Such written request shall comply with the requirements of distributiona Demand as set forth in this Section 2.1(b). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, Requesting Stockholder(s) and any Stockholder requesting inclusion in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will not be required to take any action Demand Registration pursuant to this Article II: (ASection 2.4(b) if may change the number of their Registrable Securities proposed to be offered pursuant to such Demand Registration at any time prior to the date pricing of such request, the Company has effected three registrations pursuant to this Article II; offering (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statement; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (D) in the case of an Underwritten Offering, unless ) or effectiveness of the registration statement (in the case of any other offering) so long as such change would not materially adversely affect the timing or success of the offering and such revised number of Registrable Securities requested to be registered (1in the aggregate, taking into account the Requesting Stockholder(s) have an aggregate then-current market value of $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of any Stockholder requesting inclusion in the then-outstanding Registrable Securities held by Holders; or (E) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration Demand Registration pursuant to this Section 2.1 and 2.4(b), continues to equal or exceed the Company Registrable Amount. (c) Demand Registrations shall be on (i) Form S-1 or any similar long-form registration, (ii) Form S-3 or any similar short form registration, if such short form registration is then available to the Corporation, or (iii) Form S-3ASR if the Corporation is, at such the time eligible a Demand is made, a Well-Known Seasoned Issuer, in each case, reasonably acceptable to use Form S-3, the Holder or Holders making such request may specify that Requesting Stockholders holding a majority of the requested Registrable Securities included in the applicable Demand Registration. (d) The Corporation shall not be obligated to (i) maintain the effectiveness of a registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 statement under the Securities Act, filed pursuant to a Demand Registration, for a period longer than as is required pursuant to Section 4.3(a)(ii) or (ii) effect any Demand Registration (A) within six (6) months of the effective date of a registration statement with respect to a “firm commitment” Marketed Underwritten Offering in which all Stockholders were given “piggyback” rights pursuant to Section 3.1 (subject to Section 3.2) and at least 50% of the number of Registrable Securities requested by such Piggyback Sellers to be included in such Piggyback Registration were included, (B) within ninety (90) days of the effective date of a registration statement with respect to any other Demand Registration or (C) as provided in Section 2.5. (e) Each Stockholder shall be entitled to an unlimited number of Demand Registrations.

Right to Demand Registration. (a) At any time and from time to time, any Holder Pxxxxx Capital Group or group of Holders representing at least 75% of all Registrable Securities EC Investments may request in writing that the Company effect the registration of all or part of such HolderPxxxxx Capital Group’s Registrable Securities or HoldersEC Investments’ Registrable Securities Securities, respectively, with the SEC under and in accordance with the provisions of the Securities Act (which written request will specify (i) the its then current name and address of such Holder or Holdersaddress, (ii) the aggregate number of shares of Registrable Securities requested to be registered, (iii) the total number of shares of Class B Common Stock then held by such Holder Pxxxxx Capital Group, or HoldersCommon Stock then held by EC Investments, as appropriate, and (iv) the intended means of distribution) (a “Demand Notice”). The Company will file a Registration Statement covering such HolderPxxxxx Capital Group’s or HoldersEC Investments’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such requestrequest and shall use reasonable best efforts to cause the same to be declared effective by the SEC as promptly as practicable after such filing; provided, however, that the Company will not be required to take any action pursuant to this Article II: (A) if such request is made by Pxxxxx Capital Group or EC Investments and, prior to the date of such request, the Company has effected three registrations pursuant to this Article II___Demand Registrations, or, has effected one Demand Registration in the twelve-month period immediately preceding the Demand Notice; (B) if within the 12-month period preceding such request is made by Pxxxxx Capital Group or EC Investments within 180 days after the effective date of consummation of the IPO; (C) if the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective its Common Stock within the 1290-month day period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statementrequest; (CD) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for pursuant to which Pxxxxx Capital Group or EC Investments could effect the offering and sale disposition of the Pxxxxx Capital Group’s or EC Investments’ Registrable Securities requested to be registeredas described in the Demand Notice; (DE) in the case of an Underwritten Offering, unless if the Registrable Securities requested to be registered (1) included in such Demand Registration have an aggregate then-current market value of less than $100 [25] million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders); or (EF) during the pendency of any Blackout Period. (b) If a Holder Pxxxxx Capital Group or Holders request EC Investments requests that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder Pxxxxx Capital Group or Holders making such request EC Investments may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act.

Right to Demand Registration. (a) At any time and from time to time, Fairfax together with any other Holder or group of Holders representing at least 75% of all Registrable Securities may request in writing that the Company effect the registration of all or part of such Holder’s or Holders’ Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request will specify (i) the then current name and address of such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registered, (iii) the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will not be required to take any action pursuant to this Article II: (A) if such request is made by Fairfax or any other Holder and prior to the date of such request, the Company has effected three registrations pursuant to this Article II; (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II upon the request of Fairfax or any other Holder; (2B) one if the Company has effected a registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective Agreement within the 12180-month day period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statementrequest; (C) if a Registration Statement is effective at the time such request is made and pursuant to which the Holder or Holders that requested registration could effect the disposition of such Registration Statement may be utilized for the offering and sale of the Holder’s or Holders’ Registrable Securities requested to be registeredin the manner requested; (D) in the case of an Underwritten Offering, unless if the Registrable Securities requested to be registered (1) have an aggregate then-current market value of less than $100 75.0 million or more (before deducting underwriting discounts and commission), based on the average closing price during the ten (10) or consecutive trading days prior to the making of a demand request pursuant to this Article 2; provided that if the Fairfax Shares have an aggregate then-current market value of less than $75.0 million, based on the average closing price during the ten (10) consecutive trading days prior to the making of a demand request pursuant to this Article 2, then this clause (D) constitute shall not permit the Company to refrain from registering the sale of all of the then-outstanding Registrable Securities held by Holdersremaining Fairfax shares; or (E) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act.

Right to Demand Registration. (ai) At any time and from time Subject to timeArticle III of the Standstill Agreement, any Holder upon the written request of one or group of more Holders representing at least 75% of all Registrable Securities may request in writing requesting that the Company effect the registration under the Securities Act of all or part of such Holder’s or Holders’ ' Registrable Securities with (constituting in the SEC aggregate at least 2% but no more than 25% of the total number of Company Common Shares or other Registrable Securities outstanding at the date of such request or such lesser number as the managing underwriter, if any, of the offering may determine is the maximum number of shares that may be offered without adversely affecting the trading market of the Company Common Stock, as provided in paragraph (f) below) and specifying the intended method of disposition thereof, the Company thereupon will, as expeditiously as possible, use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Holder, provided that the Company shall be obligated to register Registrable Securities pursuant to this Section 3(a) on only five occasions and no more than two demand registrations may be requested in any twelve-month period, and provided further that the Company shall not be obligated to effect more than three registrations pursuant to this Section 3(a) and Section 2 (a) in any twelve-month period. In order to assure the efficient operation of this Section 3(a), BNP may, upon transfer of any shares of Class A Common Stock in accordance with the provisions of the Securities Act (which written request will specify (i) the then current name and address of Standstill Agreement, enter into appropriate agreements with any transferee who would become a Holder to limit such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested transferee's rights to be registered, (iii) the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that cause the Company will not be required to take any action pursuant to this Article II: (A) if prior to the date of such request, the Company has effected three registrations pursuant to this Article II; (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statement; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value of $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders; or (E) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration register securities pursuant to this Section 2.1 3(a) without the consent of the 138 Holders' Representative; provided that BNP shall deliver a copy of such agreement to the Company. (ii) Promptly upon receipt of any request for a demand registration pursuant to paragraph (a)(i) above (but in no event more than five Business Days thereafter), the Company shall serve written notice of any such request to all other Holders, and the Company is at shall include in such time eligible registration all Registrable Securities of any Holder with respect to use Form S-3, which the Holder or Holders making Company has received written requests for inclusion therein within 30 Business Days after such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis notice has been given pursuant to Rule 415 under Section 6(f). All requests made pursuant to this Section 4(a)(ii) shall specify the kind and aggregate amount of Registrable Securities Actto be registered and the intended method of distribution of such securities.

Right to Demand Registration. (a) At The Bear Stearns Stockholders as a group (the "Bear Demanding Group") xxxxx have the right on any time and from time three occasions after the date hereof to time, any Holder or group make a written request of Holders representing at least 75% of all Registrable Securities may request in writing that the Company effect the for registration of all or part of such Holder’s or Holders’ Registrable Securities with the SEC Commission, under and in accordance with the provisions of the Securities Act Act, of all or part of their Registrable Securities (which written request will specify a "Demand Registration"). (b) Provided that (i) the then current name and address of such Holder Company has consummated a Qualified Public Offering on or Holdersprior to May 3, 1999, (ii) the Federated Option has been exercised in full and (iii) the sale by the Federated Stockholders of the Common Stock then held by them is restricted by the volume limitations Rule 144 promulgated under the Securities Act, the Federated Stockholders as a group (the "Federated Demanding Group") shall have the right on any one occasion after May 3, 1999 but on or before January 3, 2000 to make a written request of the Company for a Demand Registration. Each of the Bear Demanding Group and the Federated Demanding Group shall be a "Demanding Group". (c) Notwithstanding any demand under subsections (a) and (b) of this Section 4.2.1: (x) the Company need not effect a Demand Registration unless such Demand Registration has been requested by persons holding a least a majority of the Registrable Securities held collectively by the relevant Demanding Group on the date of such written request, (y) 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 (z) the Company shall be obligated to effect only the number of Demand Registrations set forth in Section 4.2.2 below. Within ten (10) 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 members of the relevant Demanding Group who are holders of Registrable Securities and, subject to Section 4.2.3 below, the Company will include in such registration all Registrable Securities of such members of the relevant Demanding Group with respect to which the Company has received written requests for inclusion therein within twenty (20) business days after the effectiveness of the Notice. All requests made pursuant to this Section 4.2.1 will specify the aggregate number of shares of Registrable Securities requested to be registeredregistered and will also specify the intended methods of disposition thereof. (d) The demand right of the Bear Demanding Group set forth in Section 4.2.1(a) may not be exercised in respect of Registrable Securities which have an estimated market value (upon consummation of the demand registration) of less then $5.0 million in the aggregate. (e) The demand right of the Federated Demanding Group set forth in Section 4.2.1(b) may not be exercised in respect of Registrable Securities which constitute, in the aggregate, less than one percent (iii1%) of the total number of shares of outstanding Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will not be required to take any action pursuant to this Article II: (A) if prior to upon the date of exercise of such request, the Company has effected three registrations pursuant to this Article II; (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statement; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value of $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders; or (E) during the pendency of any Blackout Perioddemand right. (b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

Right to Demand Registration. (ai) At any time and from time Subject to timeArticle III of the Standstill Agreement, any Holder upon the written request of one or group of more Holders representing at least 75% of all Registrable Securities may request in writing requesting that the Company effect the registration under the Securities Act of all or part of such Holder’s or Holders’ ' Registrable Securities with (constituting in the SEC aggregate at least 2% but no more than 25% of the total number of Company Common Shares or other Registrable Securities outstanding at the date of such request or such lesser number as the managing underwriter, if any, of the offering may determine is the maximum number of shares that may be offered without adversely affecting the trading market of the Company Common Stock, as provided in paragraph (f) below) and specifying the intended method of disposition thereof, the Company thereupon will, as expeditiously as possible, use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Holder, provided that the Company shall be obligated to register Registrable Securities pursuant to this Section 3(a) on only five occasions and no more than two demand registrations may be requested in any twelve-month period, and provided further that the Company shall not be obligated to effect more than three registrations pursuant to this Section 3(a) and Section 2 (a) in any twelve-month period. In order to assure the efficient operation of this Section 3(a), BNP may, upon transfer of any shares of Class A Common Stock in accordance with the provisions of the Securities Act (which written request will specify (i) the then current name and address of Standstill Agreement, enter into appropriate agreements with any transferee who would become a Holder to limit such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested transferee's rights to be registered, (iii) the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that cause the Company will not be required to take any action pursuant to this Article II: (A) if prior to the date of such request, the Company has effected three registrations pursuant to this Article II; (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statement; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value of $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders; or (E) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration register securities pursuant to this Section 2.1 3(a) without the consent of the Holders' Representative; provided that BNP shall deliver a copy of such agreement to the Company. (ii) Promptly upon receipt of any request for a demand registration pursuant to paragraph (a)(i) above (but in no event more than five Business Days thereafter), the Company shall serve written notice of any such request to all other Holders, and the Company is at shall include in such time eligible registration all Registrable Securities of any Holder with respect to use Form S-3, which the Holder or Holders making Company has received written requests for inclusion therein within 30 Business Days after such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis notice has been given pursuant to Rule 415 under Section 6(f). All requests made pursuant to this Section 4(a)(ii) shall specify the kind and aggregate amount of Registrable Securities Actto be registered and the intended method of distribution of such securities.

Right to Demand Registration. (a) At If, at any time and from time to time, any Holder one or group more of the Holders holding Registrable Securities representing at least 752.0% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Registrable Securities may Common Stock Equivalents held by the Holders into Common Stock at the then conversion price or exercise price) submits a written request in writing that (a “Request Notice”) to the Company effect the for registration of all or part of such Holder’s or Holders’ Registrable Securities with the SEC Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities Act (which written request will specify (i) the then current name and address of owned by such Holder or HoldersHolders (a “Demand Registration”), (ii) the aggregate Company shall thereupon, as expeditiously as possible, use its reasonable best efforts to file a registration statement with the Commission and have the registration statement declared effective by the Commission and the number of shares of Registrable Securities requested as to be registeredwhich such request is made shall represent not less than 2.0% of the then outstanding Common Stock and Common Stock Equivalents. The Holders acknowledge that, within ten (iii10) days after receipt of such Request Notice, the total number Company will serve written notice of such registration request to all other Holders (the “Demand Notice”), and, subject to the pro rata allocations set forth in Section 2.2.4, the Company will include in such Demand Registration all such shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested Holders with respect to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will not be required to take any action pursuant to this Article II: (A) if prior to the date of such request, which the Company has effected three registrations pursuant to this Article II; received a written request for inclusion therein within twenty (B20) if within days after the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement giving of the Company under Demand Notice. Any Demand Registration representing 4.5% or more in the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% aggregate of the then-then outstanding Registrable Securities were entitled pursuant to Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the terms of this Agreement to be included in such registration statement; (C) if a Registration Statement is effective Holders into Common Stock at the time such request is made and such Registration Statement may be utilized for then conversion price or exercise price) shall, at the offering and sale majority of the Registrable Securities requested to Holders’ option, be registered; (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value of $100 million underwritten by one or more (before deducting underwriting discounts underwriters and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders; or (E) during the pendency of any Blackout Periodshall be subject to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offering. (b) If a Holder or All Holders request that the Company effect a requesting registration of their Registrable Securities pursuant to this Section 2.1 2.2.1 shall specify the aggregate number of Registrable Securities proposed to be registered and the Company is at such time eligible intended methods of disposition thereof. The Holders shall collectively be entitled to use Form S-3request, three Demand Registrations (the Holder or Holders making such request may specify that the requested registration last of which shall be a “shelf registration” for an offering on a delayed or continuous basis Shelf Registration Statement pursuant to Rule 415 under the 1933 Act to be effective for not less than 180 days) pursuant to which a registration statement covering Registrable Securities Actshall be filed with and declared effective by the Commission, the expenses of which shall be borne by the Company in accordance with Section 2.4, and no more than one Demand Registration may be requested by any Holder in any 12-month period. If, following the effective date of any registration statement filed pursuant to a Demand Registration, any Holder whose Registrable Securities are to be included in such Demand Registration pursuant to this Section 2.2.1 elects, by giving written notice to the Company not later than thirty (30) days after such effective date, not to dispose of its Registrable Securities because of a material adverse change or event in the business, condition (financial or otherwise), or assets of the Company and its subsidiaries, taken as a whole, or because of a material adverse change or event with respect to the Company and its subsidiaries, taken as a whole, not disclosed in the final prospectus prepared in connection with such Demand Registration, then such Demand Registration shall not count as one of the three Demand Registrations permitted hereunder unless shares of Common Stock representing 1% or more of the then outstanding Common Stock, including Common Stock Equivalents, are sold pursuant to the registration statement prepared in connection with such Demand Registration within thirty (30) days of the effective date of such registration statement and prior to the occurrence of such material adverse change or event. (c) If at the time of any Request Notice (i) the Company is engaged in a registered public offering as to which the Holders had the right to include their Registrable Securities, whether as a Piggyback Registration or otherwise, (ii) the Company is engaged in any other activity outside of the ordinary course of business, such as a merger, consolidation, recapitalization or acquisition which, in the good faith judgment of the Board, would be materially and adversely affected by the requested registration or (iii) the Board makes a good faith determination that the public disclosures required to be made in the requested registration statement would have a material and adverse impact on the business, financial condition or prospects of the Company, the Company may at its option direct that such request be delayed for a period of not more than ninety (90) days, which right to delay may be exercised by the Company only one time in respect of each Demand Registration.

Right to Demand Registration. (a) At The following Holders may give a Demand Notice: (i) subject to Section 4.3, at any time and from time 180 days following the Company's completion of its first underwritten public offering on a firm commitment basis of its Common Stock pursuant to timea registration statement under the Securities Act, the Investor or any Holder one or group more Holders of Holders representing at least 75% a majority of all the Registrable Securities may request in writing that the Company effect the registration of all or part of such Holder’s or Holders’ Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request will specify (i) the then current name and address of such Holder or Holders, give a Demand Notice; (ii) Holders who are members of the aggregate number Existing Stockholder Group who collectively own a majority of shares the Common Share Equivalents owned by all of Registrable Securities requested the Existing Stockholder Group may give a Demand Notice if the public offering resulting therefrom is reasonably expected to be registered, (iii) the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such requestThreshold Transaction; provided, however, that neither the Company will nor any such Holder shall permit a registration statement filed pursuant to such Demand Notice to become effective unless the effectiveness of such registration statement would be a Threshold Transaction; and (iii) at any time after the fifth anniversary of the date hereof, the Investor may give a Demand Notice. The Company shall not be required to take any action pursuant to this Article II: (A) if prior to the date of such request, the Company has effected three registrations pursuant to this Article II; (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) effect more than one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statement; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value of $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders; or (E) during the pendency of any Blackout PeriodSection 2(a)(i). (b) If Subject to Section 4.3, at any time after the Company becomes eligible to file a Holder registration statement on Form S-3 (or any successor form relating to secondary offerings), any one or more Holders of a majority of the Registrable Securities may request the Company, in writing, to effect the registration on Form S-3 or such successor form), of all or a portion of the Registrable Securities owned by the Holder, provided, however that the Company shall not be required to effect more than one such registrations pursuant to this Section 2(b) in any 12-month period, and no more than four such registrations pursuant to this Section 2(b) in total. Upon receipt of such written request, the Company shall, as expeditiously as possible, use all commercially reasonable efforts to effect the registration on Form S-3, or such successor form, of all Registrable Securities which the Company has been requested to register. (c) Each request for registration made by any one or more Holders pursuant to Section 2(a) or Section 2(b) shall be referred to herein as a "Demand Registration" and the number of shares requested to be registered by one or more Holders pursuant to a Demand Registration shall be referred to herein as "Demand Shares." (d) A registration requested pursuant to this Section 2.1 and the Company is at shall be deemed to have been effected following such time eligible to use Form S-3, as the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Actstatement with respect thereto has become effective.

Right to Demand Registration. (a) At If the Initial Registration Statement under Article III is no longer effective, subject to the remainder of Section 4.1(b), at any time and from time to time, any Holder (x) DBSI, provided that it “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 15% or group more of Holders representing at least 75% the outstanding shares of all Registrable Securities the Common Stock of the Company, may request in writing that the Company effect the registration of all or part of its Registrable Securities, (y) SP, provided that it beneficially owns 15% or more of the outstanding shares of the Common Stock of the Company, 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 331/3% of all Qualified Registrable Securities then outstanding and provided that such Holder or group of Holders beneficially own, in the aggregate 15% or more of the outstanding shares of Common Stock of the Company, 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 with the SEC under and in accordance with the provisions of the Securities Act (which written request will 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 then current name and address of such Demanding Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registeredregistered in such registration by such 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 means of distribution). The Company will 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 written notice to the Company given no later than 10 Business Days after the Company’s notice is given to such Holder (which notice shall specify (i) the then-current name and address of the Holder, (ii) the aggregate number of shares of Registrable Securities requested to be registered in such registration by such Holder or group of Holders, and (iii) the total number of shares of Common Stock then held by such Holder), request that all or a part of such Holder’s Registrable Securities be included in such registration. The Company shall file a Registration Statement covering such Demanding Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will shall not be required to take any action pursuant to this Article IIIV: (Ai) the 15-month period preceding the date of the request, (B) with respect to any request for registration by SP pursuant to Section 4.1(a)(y), if prior to the date of such request, the Company has effected three at the request of SP a total of two registrations in the aggregate pursuant to this Article IISection 4.1(a)(iv) or Section 4.1(a)(v) or one registration at the request of SP within the 15-month period preceding the date of the request, or (C) with respect to any request for registration by any Holder or group of Holders (excluding DBSI and SP) pursuant to Section 4.1(a)(z), if prior to the date of such request, the Company has effected at the request of any Holder or group of Holders, four registrations in the aggregate pursuant to Section 4.1(a)(iv) or Section 4.1(a)(v) or one registration at the request of such Holder or group of Holders within the 15-month period preceding the date of the request; provided, however, that under no circumstances shall the Company be required to effect more than four Demand Registrations; (Bii) if within the 12-month period preceding such request the Company has effected either one Demand Registration; (1iii) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective if within the 126-month period preceding such request Demand Registration the effectiveness of a Registration Statement under this Section 4.1(a) shall have terminated; (iv) in the case of a non-Underwritten Offering, unless the Registrable Securities requested to be registered (A) have an aggregate then-current market value, including (x) in the case of a Demand Registration by DBSI or SP, Registrable Securities of other Holders which such Holders have agreed to include in such Demand Registration and at least 10% (y) in the case of a Demand Registration by other Holders, Registrable Securities of DBSI and/or SP which DBSI and/or SP have agreed to include in such Demand Registration, of $25.0 million or more (before deducting underwriting discounts and commission) or (B) constitute all of the then-outstanding Registrable Securities were entitled pursuant to held by DBSI or SP, or the terms of this Agreement to be included in such registration statementDemanding Holders or Holders; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (Dv) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value at the time of the request for a Demand Registration, including (x) in the case of a Demand Registration by DBSI or SP, Registrable Securities of other Holders which such Holders have agreed to include in such Demand Registration and (y) in the case of a Demand Registration by other Holders, Registrable Securities of DBSI and/or SP which DBSI and/or SP have agreed to include in such Demand Registration, of $100 50.0 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holderscommissions); or (Evi) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the at anytime there is no Company effect a registration pursuant “shelf” Registration Statement outstanding with respect to this Section 2.1 and the Company is at such time eligible to use Form S-3Registrable Securities, the Demanding Holder or Holders making such request hereunder may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act; provided, that the Company shall not be required to maintain the effectiveness of any such registration statement for more than the Required Period. (c) A Demand Registration requested pursuant to this Section 4.1 shall not be deemed to be effected by the Company for purposes of Section 4.1 if it has not (i) been declared effective by the SEC or (ii) become effective in accordance with the Securities Act and kept effective as contemplated by Section 4.2, subject to any Blackout Periods. If the Company shall have complied with its obligations under this Agreement, a right to a Demand Registration pursuant to this Section 4.1 shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities included therein shall have been disposed of pursuant to the Registration Statement, and (y) the date as of which such Demand Registration shall have been continuously effective (and not subject to any stop order, injunction or other similar order or requirement of the SEC) for the Required Period, subject to any Blackout Periods. (d) In the event that more than one written request for a Demand Registration pursuant to Section 4.1 is received by the Company on the same day, the Holder(s) making the request that represents the largest number of shares of Common Stock shall be deemed to be the Demanding Holder(s) (or demanding holder).

Right to Demand Registration. From and after the ninety-first ---------------------------- (a91st) At any time day following the IPO Date (or such longer period as may be required by the managing underwriters of the Company's initial public offering) and, subject to Section 4.1(d), each of (A) AT&T PCS, (B) a Qualified Holder, and from time to time, any Holder or group of Holders representing (C) -------------- Management Stockholders that in the aggregate Beneficially Own at least 7550.1% of all Registrable Securities may the shares of Common Stock then Beneficially Owned by the Management Stockholders (each a "Demanding Stockholder" and, --------------------- collectively, the "Demanding Stockholders") shall have the right to make a ---------------------- written request in writing that to the Company effect the for registration of all or part of such Holder’s or Holders’ Registrable Securities with the SEC Commission, under and in accordance with the provisions of the Securities Act Act, of all or part of their Registrable Securities pursuant to an underwritten offering (a "Demand ------ Registration"), which written request will shall specify (i) the then current name and address of such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested ------------ proposed to be registered, (iii) the total number of shares of Common Stock then held sold by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such requesteach Demanding Stockholder; provided, however, that (x) the Company will need not be required to take any action pursuant to this Article II: (A) if prior to effect a Demand Registration unless the date of such request, the Company has effected three registrations pursuant to this Article II; (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statement; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested proposed to be registered; 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 (Dy) 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 case aggregate of an Underwritten Offeringall such deferrals shall not exceed one hundred twenty (120) days in any 360 day period. 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, unless 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 requested 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. 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 convert into shares of Common Stock upon the effectiveness of the Registration Statement prepared in connection with such demand, and the Company shall fulfill its obligations under this Section 5 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. The Company will not be registered obligated to effect more than two (2) separate Demand Registrations during any twelve (12) month period; provided, however, that only one (1) have an request for a Demand Registration may be exercised by AT&T PCS and/or Management Stockholders that in the aggregate then-current market value of $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all Beneficially Own at least 50.1% of the then-outstanding shares of Common Stock then Beneficially Owned by the Management Stockholders during any 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 held by Holders; or (E) during and, subject to Section 5(a)(ii), the pendency ---------------- Company will include in such Demand Registration all Registrable Securities of any Blackout Period. (b) If a Holder or Holders request that such Stockholders with respect to which the Company effect a registration 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 this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.12.1. ------------

Right to Demand Registration. (a) At Subject to the terms of Section 4.1(d), at any time and from time to time, any Holder or group of Holders representing at least 75% of all Registrable Securities the Trust may request in writing that the Company effect the registration (a “Demand Registration”) of all or part of such Holderthe Trust’s or Holders’ Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request will 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 then current name and address of such Holder or Holdersthe Trust, (ii) the aggregate number of shares of Registrable Securities requested to be registeredregistered in such registration by the Trust, (iii) the total number of shares of New Common Stock then held by such Holder or Holdersthe Trust, and (iv) the intended means of distribution). The Company will shall file a Registration Statement covering such Holderthe Trust’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will shall not be required to take any action pursuant to this Article IIIV: (A) if prior to the date of such request, the Company has effected three registrations pursuant to this Article II; (Bi) if within the 12-month period preceding such request the Company has effected either (1) two registrations Demand Registrations for the Trust pursuant to this Article II Section 4.1(a); (ii) in the case of a non-Underwritten Offering, unless the Registrable Securities requested to be registered (A) have an aggregate then-current market value of $50 million or more (before deducting underwriting discounts and commission) or (2B) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% constitute all of the then-outstanding Registrable Securities were entitled pursuant held (including shares subject to the terms of this Agreement to be included in such registration statementCollars) by the Trust; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (Diii) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1A) have an aggregate then-current market value at the time of the request for a Demand Registration, of $100 75 million or more (before deducting underwriting discounts and commission) or (2B) constitute all of the then-outstanding Registrable Securities held (including shares subject to the Collars) by Holdersthe Trust; or (Eiv) during the pendency of any Blackout Period. (b) If The Trust shall have the exclusive right to make a request for a Demand Registration for an Underwritten Offering (the “Exclusive Trust Registration”) for a period (the “Exclusive Trust Period”) consisting of 60 days beginning on the latest of (i) the last date on which a Call Agreement expires, (ii) the date of the closing of the sale of Holder or Holders request Registrable Securities covered by a demand registration for an Underwritten Offering under the Investor Registration Agreement that the Company effect a registration is made pursuant to this the last demand by the Investors made pursuant to Section 2.1 and 4.1(a) of the Company is at such time eligible to use Form S-3Investor Registration Agreement made before the Cut-Off Date, or, if earlier, the Holder withdrawal, revocation or termination of such demand registration by the Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.and

Right to Demand Registration. (a) At any time and from time to timetime following the date that is 180 days after (i) the Compliance Date and (ii) the date that the Company has obtained the requisite stockholder approval for the issuance of the Conversion Stock, any Holder or group of Holders representing at least 75% of all Registrable Securities may request in writing that the Company effect the registration of all or part of such Holder’s or Holders’ ' Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act and this Agreement (which written request will specify (i) the then current name and address of such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registered, and (iii) the total number means of shares of Common Stock then held by such distribution (the "Demand Notice"). (b) If a Holder or HoldersHolders request that the Company effect a Demand Registration and the Company is at such time eligible to use Form S-3 (or any applicable successor form), and the Holder or Holders making such request may specify in the Demand Notice that the requested registration be a Shelf Registration for an offering on a delayed or continuous basis pursuant to Rule 415. (ivc) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s 's or Holders’ ' Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such requesta Demand Notice; provided, however, that the Company will not be required to take any action pursuant to this Article IIII if: (A) if prior to the date of such request, the Company has effected three registrations pursuant to this Article II; (B) two Demand Registrations or if within the Company has effected one Demand Registration in the 12-month period preceding the Demand Notice; (B) (i) within the 90-day period preceding such request request, the Company has effected either (1x) two registrations any registration other than an Underwritten Registration pursuant to this which the Holders were entitled to participate pursuant to Article II III hereof without any limitation on their ability to include all of their Registrable Securities requested to be included therein or (2y) one registration an Underwritten Registration pursuant to this Article II which the Holders were entitled to participate and a registration statement include between 25% to 50% of the Company under the Registrable Securities Act has been declared effective requested to be included therein pursuant to Article III hereof, or (ii) within the 12180-month day period preceding such request request, the Company has effected an Underwritten Registration pursuant to which the Holders were entitled to participate and at least 10include more than 50% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement requested to be included in such registration statementtherein pursuant to Article III hereof; (C) if a Registration Statement is effective at the time such request is made and pursuant to which the Holder or Holders making such Registration Statement may be utilized for request can effect the offering and sale disposition of the such Holder's or Holders' Registrable Securities requested to be registeredin the manner requested; (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1i) have an aggregate then-current market value of less than $100 100.0 million or more (before deducting any underwriting discounts and commission) or (2ii) constitute less than all remaining Registrable Securities if less than $100.0 million of the then-outstanding current market value of Registrable Securities held by Holdersare then outstanding; or (E) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

Right to Demand Registration. On one (a1) At occasion, at any time during the Exercise Period, the Registered Holders of Warrants or Stock whose holdings thereof comprise a majority of Stock purchasable upon the exercise of outstanding Warrants and from time of outstanding Stock not previously covered by a registration statement as contemplated by this Section 12 (collectively, the "Warrant Securities") shall have the right to require the Company to prepare and file with the Commission, within 60 days of the date of a written demand, a filing on a registration form other than Form S-8 or Form S-3 (or an equivalent short-form registration procedure that the Commission may hereafter prescribe), and to use its best efforts to obtain promptly and maintain the effectiveness thereof for at least one hundred twenty (120) days and (b) register or qualify the subject Stock for sale in up to ten (10) states identified by such Registered Holders. On two (2) additional occasions, the Registered Holders of a majority of the Warrant Securities shall have the right to require the Company to prepare and file with the Commission, within thirty (30) days of the date of a written demand, up to two (2) additional registration statements under the Act (or, in lieu of either, a post-effective amendment or amendments to a registration statement, if then permitted under the Act), on Form S-8 or Form S-3 (or an equivalent short-form registration procedure that the Commission may hereafter prescribe), if such forms are available to register the Stock at the time, covering all or any Holder or group portion of Holders representing the Stock underlying the Warrants, and to use its best efforts to obtain promptly and maintain the effectiveness thereof for at least 75% one hundred twenty (120) days and (b) register or qualify the subject Stock for sale in up to ten (10) states identified by such Registered Holders. The Company shall bear all expenses incurred in the preparation and filing of the registration statement or post-effective amendment (and related state registrations, to the extent permitted by applicable law) and the furnishing a reasonable number of copies of the preliminary and final prospectus thereof to such Registered Holders, provided that such registration can be done by including therein financial statements that are prepared in the normal course of the Company's reporting obligations under the federal securities laws. The Registered Holders shall bear all Registrable Securities may request expenses incurred in writing the preparation and filing of the registration statement or post-effective amendment (and related state registrations, to the extent permitted by applicable law) including the costs of furnishing a reasonable number of copies of the preliminary and final prospectus thereof to such Registered Holders, if, after notice is given to the Registered Holders to the effect that the Company effect the registration of all or part of such Holder’s or Holders’ Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request will specify (i) the then current name and address of such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registered, (iii) the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will not would be required to take any action pursuant include therein financial statements that would be required to this Article II: (A) if prior to be prepared otherwise than in the date normal course of such requestthe Company's reporting obligations under the federal securities laws, the Company has effected three registrations pursuant to this Article II; (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one Registered Holders continue in their demand for registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statement; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value of $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders; or (E) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at required to include in such time eligible registration financial statements required to use Form S-3, be prepared other than in the Holder or Holders making such request may specify that ordinary course of the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 Company's reporting requirements under the Securities Actfederal securities laws.

Right to Demand Registration. (a) At any time From and from time after the date that is 120 calendar days subsequent to timethe last day that the Shelf Registration Statement is effective, if any Holder or group of Holders representing at least 75% of all Registrable Securities may request requests in writing that the Company effect the registration of all or part of such Holder’s 's or Holders’ ' Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request will specify (i) the then current name and address of such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registered, (iii) registered and the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The , the Company will file a Registration Statement covering such Holder’s 's or Holders’ ' Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Dateevent within 60 calendar days) after receipt of such request; providedPROVIDED, howeverHOWEVER, that the Company will not be required to take any action pursuant to this Article IIARTICLE III: (Aa) if the Holder or Holders making such respect are not Affiliates of the Company at the time such request is made; (b) if prior to the date of such request, request the Company has effected three registrations pursuant to this Article IIARTICLE III; (Bc) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective contemplated by this ARTICLE III within the 12120-month day period next preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statementrequest; (Cd) if a Registration Statement shelf registration is effective at the time such request is made and pursuant to which the Holder or Holders that requested registration could effect the disposition of such Registration Statement may be utilized for the offering and sale of the Holder's or Holders' Registrable Securities in the manner requested and the Company offered, in accordance with the procedures set forth herein, to be registeredinclude or did include such Holder's or Holders' Registrable Securities in such shelf registration; (De) in the case of an Underwritten Offering, unless if the Registrable Securities requested to be registered (1) shall have an aggregate a then-current market value of less than $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders10.0 million; or (Ef) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

Right to Demand Registration. (a) At If at any time and from time to time, any Holder after six months after the ---------------------------- date hereof the Purchaser or group of Registered Holders representing owning at least 7525% of Registrable Securities then outstanding notify the Company in writing that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities pursuant to an Underwritten Offering (a "Demand Registration"), the Company will notify all Persons (including all Registered Holders) who would be entitled to notice of a proposed registration under Section 3(a) above of its receipt of such notification from the Purchaser or such Registered Holders, as the case may be. Upon the written request of any such Person delivered to the Company within 21 days after delivery by the Company of such notification, the Company will either (i) elect to make a primary Underwritten Offering in which case the rights of such Persons (including all Registered Holders) shall be as set forth in Section 3(a) above or (ii) elect to make a secondary Underwritten Offering pursuant to which all Registrable Securities as may request be requested by any Registered Holders to be registered or included in writing that the Company effect the registration of all or part of such Holder’s or Holders’ Registrable Securities with the SEC under and offering shall be included in such offering in accordance with the provisions terms of this clause (c); provided that the rights of the Registered Holders to have all of their shares of Registrable Securities Act included in any such offering pursuant to this clause (which written request will specify c) shall be subject to (but only to) the limitation on offering size described in clause (y) of Section 3(b) above (an "Offering Size Cutback"). Any term or provision hereof to the contrary notwithstanding, (i) the then current name and address Company shall in no event be obligated to effect more than two Demand Registrations; provided that, each time a Demand Registration is subject to an Offering Size Cutback resulting in the reduction by 25% or more of the total amount of Registrable Securities initially requested for inclusion in such Holder or Demand Registration by Registered Holders, an additional Demand Registration shall be available to the Registered Holders, (ii) the aggregate number of shares of prior to any Offering Size Cutback becoming effective as to any Registrable Securities requested in respect of any Demand Registration, the Company shall withdraw any securities it had intended to be registered, sell as part of such registration and (iii) the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will shall not be required to take effect more than one registration in any action pursuant to this Article II: (A) if prior to the date of such request, the Company has effected three registrations pursuant to this Article II; (B) if within the 12twelve-month period preceding such request period. The Company shall use its best efforts to ensure the Company has effected either (1) two registrations pursuant to this Article II or (2) one Company's eligibility for registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statement; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value of $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders; or (E) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use on Form S-3, including the Holder or Holders making such request may specify that filing of any reports with the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities ActCommission.

Right to Demand Registration. (a) At Subject to Sections 4.1(b) and 4.1(c) at any time and from time to time, any Holder or group of Holders representing at least 75% of all Registrable Securities (x) JPM may request in writing that the Company 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 with the SEC under and in accordance with the provisions of the Securities Act (which written request will 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(a) and shall specify (i) the then current name and address of such Demanding Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registeredregistered in such registration by such 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 means of distribution). The Company will 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 written notice to the Company given no later than 10 Business Days after the Company’s notice is given to such Holder (which notice shall specify (i) the then-current name and address of the Holder, (ii) the aggregate number of shares of Registrable Securities requested to be registered in such registration by such Holder or group of Holders, and (iii) the total number of 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 registration. The Company shall file a Registration Statement covering such Demanding Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will shall not be required to take any action pursuant to this Article IIIV: (i) in the case of a non-Underwritten Offering, unless the Registrable Securities requested to be registered (A) if prior have an aggregate then-current market value, including (x) in the case of a Demand Registration by JPM, Registrable Securities of other Holders which such Holders have agreed to include in such Demand Registration and (y) in the date case of a Demand Registration by other Holders, Registrable Securities of JPM which JPM has agreed to include in such requestDemand Registration, the Company has effected three registrations pursuant to this Article II; of $25 million or more (before deducting underwriting discounts and commission) or (B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% constitute all of the then-outstanding Registrable Securities were entitled pursuant to held by the terms of this Agreement to be included in such registration statementDemanding Holders or Holders; (C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered; (Dii) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1A) have an aggregate then-current market value at the time of the request for a Demand Registration, including (x) in the case of a Demand Registration by JPM, Registrable Securities of other Holders which such Holders have agreed to include in such Demand Registration and (y) in the case of a Demand Registration by other Holders, Registrable Securities of JPM which JPM has agreed to include in such Demand Registration, of $100 50 million or more (before deducting underwriting discounts and commission) or (2B) constitute all of the then-outstanding Registrable Securities held by the Demanding Holders or Holders; or (Eiii) during the pendency of any Blackout Period. (b) If Holders may only request a Holder Demand Registration with respect to the Registrable Securities in accordance with Section 4.1(a) or participate in a Piggyback Registration in accordance with Section 5.1 if the Initial Registration Statement ceases to be effective for a period of thirty (30) days or more and there are Registrable Securities outstanding. Subject to the provisions of Section 4.1(a), the Holders shall be entitled to request that an aggregate of three (3) Demand Registrations with respect to the Company effect Registrable Securities during any twelve month period. Subject to Section 4.5, a registration pursuant shall not count as one of the permitted Demand Registrations (i) until it has become effective or (ii) if the initiating Holder(s) requesting such registration is not able to this Section 2.1 and register eighty percent (80%) of the Registrable Securities requested by such initiating Holders to be included in such registration. (c) If at any time there is no Company is at such time eligible “shelf” Registration Statement outstanding with respect to use Form S-3Registrable Securities, the Demanding Holder or Holders making such request hereunder may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

Right to Demand Registration. (a) At any time From and from time after the date that is 120 calendar days subsequent to timethe last day that the Shelf Registration Statement is effective, if any Holder or group of Holders representing at least 75% of all Registrable Securities may request requests in writing that the Company effect the registration of all or part of such Holder’s 's or Holders’ ' Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request will specify (i) the then current name and address of such Holder or Holders, (ii) the aggregate number of shares principal amount of Registrable Securities requested to be registered, (iii) registered and the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The , the Company will file a Registration Statement covering such Holder’s 's or Holders’ ' Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Dateevent within 60 calendar days) after receipt of such request; provided, however, that the Company will not be required to take any action pursuant to this Article IIIII: (Aa) if the Holder or Holders making such respect are not Affiliates of the Company at the time such request is made; (b) if prior to the date of such request, request the Company has effected three registrations pursuant to this Article IIIII; (Bc) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to a registration contemplated by this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective III within the 12120-month day period next preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statementrequest; (Cd) if a Registration Statement shelf registration is effective at the time such request is made and pursuant to which the Holder or Holders that requested registration could effect the disposition of such Registration Statement may be utilized for the offering and sale of the Holder's or Holders' Registrable Securities in the manner requested and the Company offered, in accordance with the procedures set forth herein, to be registeredor did include such Holder's or Holders' Registrable Securities in such shelf registration; (De) in the case of an Underwritten Offering, unless if the Registrable Securities requested to be registered (1) shall have an aggregate a then-current market value of less than $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders10.0 million; or (Ef) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

Right to Demand Registration. (a) At any time From and from time after the date that is 120 calendar days subsequent to timethe last day that the Shelf Registration Statement is effective, if any Holder or group of Holders representing at least 75% of all Registrable Securities may request requests in writing that the Company effect the registration of all or part of such Holder’s 's or Holders’ ' Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request will specify (i) the then current name and address of such Holder or Holders, (ii) the aggregate number of shares principal amount of Registrable Securities requested to be registered, (iii) registered and the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The , the Company will file a Registration Statement covering such Holder’s 's or Holders’ ' Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Dateevent within 60 calendar days) after receipt of such request; providedPROVIDED, howeverHOWEVER, that the Company will not be required to take any action pursuant to this Article IIARTICLE III: (Aa) if the Holder or Holders making such respect are not Affiliates of the Company at the time such request is made; (b) if prior to the date of such request, request the Company has effected three registrations pursuant to this Article IIARTICLE III; (Bc) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective contemplated by this ARTICLE III within the 12120-month day period next preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statementrequest; (Cd) if a Registration Statement shelf registration is effective at the time such request is made and pursuant to which the Holder or Holders that requested registration could effect the disposition of such Registration Statement may be utilized for the offering and sale of the Holder's or Holders' Registrable Securities in the manner requested and the Company offered, in accordance with the procedures set forth herein, to be registeredor did include such Holder's or Holders' Registrable Securities in such shelf registration; (De) in the case of an Underwritten Offering, unless if the Registrable Securities requested to be registered (1) shall have an aggregate a then-current market value of less than $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders10.0 million; or (Ef) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a “shelf registration” for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

Right to Demand Registration. (a) At any time and from time to time, WLR or any Holder Investor or group of Holders Investors representing at least 7520% of all Registrable Securities may request in writing that the Company effect the registration of all or part of such Holder’s or Holders’ ' Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request will specify (i) the then current name and address of such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registered, (iii) the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the intended means of distribution). The Company will file a Registration Statement covering such Holder’s 's or Holders’ ' Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will not be required to take any action pursuant to this Article II: (A) if such request is made by WLR and prior to the date of such request, the Company has effected three registrations pursuant to this Article IIII upon the request of WLR; (B) if within the 12-month period preceding such request is made by an Investor and prior to the date of such Investor's request, the Company has effected either one registration pursuant to this Article II upon the request of such Investor; (1C) if such request is made by a group of Investors representing 20% of all Registrable Securities and prior to the date of such request, the Company has effected two registrations pursuant to this Article II or upon the request of a group of Investors; (2D) one registration pursuant to this Article II and if the Company has effected a registration statement of the Company under the Securities Act has been declared effective within the 12180-month day period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statementrequest; (CE) if a Registration Statement is effective at the time such request is made and pursuant to which the Holder or Holders that requested registration could effect the disposition of such Registration Statement may be utilized for the offering and sale of the Holder's or Holders' Registrable Securities requested to be registeredin the manner requested; (DF) in the case of an Underwritten Offering, unless if the Registrable Securities requested to be registered (1) have an aggregate then-current market value of less than $100 75.0 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders); or (EG) during the pendency of any Blackout Period. (b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a “"shelf registration” " for an offering on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act.