Common use of Right to Demand Clause in Contracts

Right to Demand. At any time after a Triggering Event, the Demand Holders may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities.

Right to Demand. At any time after a Triggering Event, the Demand Holders may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration Registration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities.

Right to Demand. At Subject to Section 3.02(b) below, at any time after a Triggering Eventor from time to time, the Demand Holders may (subject in Ares or OTPP, or Ares and OTPP together, as the case of Sponsor to Section 6.01may be (the “Demand Holder”), individually or collectively, may make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "“Request Notice"”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Securities Act of all or part of the Registrable Securities then owned by the Demand Holders Holder (a "“Demand Registration"”); provided provided, that (i) the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated material acquisition or disposition or public offering or other material event involving the Company or any of its subsidiaries it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders Holder written notice (the "“Delay Notice"”), defer such Demand Registration for a single period set forth in such Delay Notice with respect to such Demand Registration not to exceed one hundred thirty five 90 days; and (135ii) days. Upon receipt by the Company of a request (a "Demand Request") to effect shall not postpone or delay a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities under this Section 3.02 more than once in such Demand any 12-month period. A Registration pursuant to this Section 5.02. Subject to Section 5.02(f), 3.02 will be on such appropriate form of the Company will register all other Registrable Securities which Commission as shall be selected by the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given Holder and be reasonably acceptable to the Company by such holders within 10 business days after and as shall permit the giving intended method or methods of such written notice distribution specified by the Company to such other Demand HoldersHolder, including a distribution to, and resale by, the equity holders and Affiliates of any Demand Holder. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration Registration effective for more than (x) ninety (90) 360 days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "“Effectiveness Period"”). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period following an Effectiveness Period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.073.06. Upon any such request for a Demand Registration, the Company will deliver any notices Piggyback Notices required by Section 5.01 and 5.02 3.01 and thereupon the Company will, subject to Section 5.01(c3.01(c) and 5.02(f) hereof 3.02(f), use its best commercially reasonable efforts to effect the prompt registration under the 1933 Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by the Demand Holders Holder as contained in the Request Notice, ; and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, ; all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities.

Right to Demand. At any time On one occasion after 90 days after a Triggering EventQualified IPO, the Demand Holders holders of 50% or more of the aggregate number of Registrable Securities may (subject in the case of Sponsor to Section 6.01), individually or collectively, collectively make a written requestrequest of the Company for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of their Registrable Securities (a "Demand Registration"); provided, however, that (x) the Company need not effect a Demand Registration unless such Demand Registration shall include at least 50% of the Registrable Securities originally issued to each demanding Holder under the Subscription Agreement and 5% of the issued and outstanding shares of Common Stock of the Company as of the date the request is made, (y) the Company may, if the Board of Directors determines in the exercise of its reasonable judgment that effecting 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 90 days, and (z) if the Company elects to defer any Demand Registration pursuant to (y) above, no Demand Registration shall be deemed to have occurred for purposes of this Agreement. Within 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 each of the other Holders and, subject to Section 2.2(c) below, the Company will include in such registration all Registrable Securities of such Holders with respect to which request the Company has received written requests for inclusion therein within 20 business days after the effectiveness of the Notice. All requests made pursuant to this Section 2.2(a) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securitiesthereof.

Right to Demand. At any time after a Triggering Eventand from time to time following the Lock-up Period, each Fund, on behalf of the Demand Holders may (subject in the case of Sponsor to Section 6.01)such Fund’s Registrable Shares, individually or collectivelyjointly, may make a written request, which request will specify the aggregate number of such Fund’s Registrable Securities Shares to be registered and will also specify the intended methods of disposition thereof (the "a “Request Notice"”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of the offer and sale of all or part of the Registrable Securities Shares then owned by Demand such Fund and/or the Holders of such Fund’s Fund Units (a "“Demand Registration"”); provided that . A registration pursuant to this Section 2.03 will be on such appropriate form of the Commission as shall be selected by the Demand Holder and be reasonably acceptable to the Company mayand as shall permit the intended method or methods of distribution specified by the Demand Holder, if the Board of Directors so determines in the exercise of its reasonableincluding a distribution to, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective)and resale by, the Company may, upon providing partners or Affiliates of the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) daysHolder. Upon receipt by the Company of a request (a "Demand Request") Request Notice to effect a Demand Registration Registration, the Company will shall within 10 business days ten (10) Business Days after the receipt of such noticethe Request Notice, notify each other Demand Holder Holder, each Contributing Investor, Juggernaut, Centerview, each Xxxxxx Investor, the Company Sponsor and any of their respective Permitted Transferees (including subsequent Permitted Transferees thereof, subject to Section 2.03(e)), of such request and such other Demand Holder Holder, the Contributing Investors, Juggernaut and Centerview, each Xxxxxx Investor, the Company Sponsor and any of their respective Permitted Transferees (including subsequent Permitted Transferees thereof, subject to Section 2.03(e)), shall have the option to include its their Registrable Securities Shares in such Demand Registration pursuant to this Section 5.022.03. Subject to Section 5.02(f)2.05, the Company will register all other Registrable Securities Shares which the Company has been requested to register by such other Demand Holders Holder, the Contributing Investors, Juggernaut and Centerview, each Xxxxxx Investor, the Company Sponsor and any of their respective Permitted Transferees (each including subsequent Permitted Transferees thereof, subject to Section 2.03(e)) (each, an "“Incidental Demand Holder") ”), pursuant to this Section 5.02 2.03 by written request given to the Company by such holders Incidental Demand Holders within 10 business days ten (10) Business Days after the giving of such written notice by the Company to such other Incidental Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration Registration effective for more than (x) ninety one hundred eighty (90180) days (other than in the case of a Shelf Registration) or (y) such shorter period (or, in the case of a Shelf Registration, such period) when all of the Registrable Securities Shares covered by such registration statement have been sold pursuant thereto (the "“Effectiveness Period"”). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period following an Effectiveness Period or such longer period not to exceed 180 one hundred eighty (180) days as requested by an underwriter pursuant to Section 5.072.10. Upon receipt of any such request for a Demand RegistrationRequest Notice, the Company will deliver any notices required by this Section 5.01 and 5.02 2.03 and thereupon the Company will, subject to Section 5.01(cSections 2.03(c) and 5.02(f2.05, (i) hereof use its reasonable best efforts to effect the prompt registration under the 1933 Act of: (i) of the Registrable Securities Shares which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and Notice and (ii) include all other Registrable Securities Shares which the Company has been requested to register by the Piggyback Holders and Incidental Demand HoldersHolders and Common Shares held by others, all to the extent required to permit the disposition of the Registrable Securities Shares so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable SecuritiesShares.

Right to Demand. At Subject to Section 3.02(b) below, at any time or from time to time after a Triggering Eventthe consummation of the Qualified IPO, each of Ares and FS, in each case so long as it, together with its Related Persons and other Permitted Transferees, at the date of determination, beneficially owns at least 5% of the then outstanding Shares (the “Demand Holders may (subject in the case of Sponsor to Section 6.01Holder”), individually or collectively, may make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "“Request Notice"”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by the Demand Holders Holder (a "“Demand Registration"”); provided provided, that (i) the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated material acquisition or disposition or public offering or other material event involving the Company or any of its subsidiaries (a “Valid Business Reason”) it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders Holder written notice (the "“Delay Notice"”), defer such Demand Registration for a single period set forth in such Delay Notice with respect to such Demand Registration not to exceed one hundred thirty five 90 days; and (135ii) days. Upon receipt by the Company of a request (a "Demand Request") to effect shall not postpone or delay a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities under this Section 3.02 more than once in such Demand Registration any 12-month period. A registration pursuant to this Section 5.02. Subject to Section 5.02(f), 3.02 will be on such appropriate form of the Company will register all other Registrable Securities which Commission as shall be selected by the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given Holder and be reasonably acceptable to the Company by such holders within 10 business days after and as shall permit the giving intended method or methods of such written notice distribution specified by the Company to such other Demand HoldersHolder, including a distribution to, and resale by, the partners of any Demand Holder. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration Registration effective for more than (x) ninety (90) 360 days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "“Effectiveness Period"”). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period following an Effectiveness Period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.073.06. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 3.01 and thereupon the Company will, subject to Section 5.01(c3.01(c) and 5.02(f3.02(f) hereof hereof, use its reasonable best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by the Demand Holders Holder as contained in the Request Notice, Notice and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities.

Right to Demand. At any time (i) Subject to the conditions stated hereinafter in this Section 2.2(a), beginning 18 months after a Triggering Eventthe date hereof, the Demand Holders Holder may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration with the Commission of the sale of all or part of the Registrable Securities owned by the Holder under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that the Company may, may if necessary delay the Board filing of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such any registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer relating to any such Demand Registration for such reasonable period of time as is necessary to prepare the financial statements of the Company for the fiscal period most recently ended prior to such written request; provided further, however, that the Holder will use its good-faith, reasonable efforts to time its requests for the Demand Registration (within the meaning of Section 2.2(b)) in such a single period with respect manner so as to minimize, to the extent possible, the cost of such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company Company; provided further, however, that the preceding proviso shall in no way limit the rights of a the Holder to realize the maximum possible value for their shares of Registrable Securities to be offered to the public under such Demand Registration; provided further that the effective date of any registration statement relating to any such Demand Registration shall occur as soon as practicable, and no later than 75 days after the written request (a "Demand Request") to effect for a Demand Registration is made by the Company will within 10 business days after Holder or the receipt Holders' Representative, as applicable, in the manner described in the first sentence of this Section 2.2(a)(i) (unless a delay beyond such 75-day period occurs despite the Company's having acted with diligence and good faith towards obtaining the effectiveness of such noticeregistration statement within such 75-day period); and provided further that in the event that more than one Person shall constitute the "Holder" under this Agreement, notify each other Demand Holder of any such written request and such other Demand Holder shall have the option to include its Registrable Securities in such for a Demand Registration may be made only by the Holders' Representative. (ii) All requests made pursuant to this Section 5.02. Subject 2.2(a) will specify the amount and kind of securities to Section 5.02(f)be registered, the Company Person or Persons who is the owner of such Registrable Securities, and will register all other Registrable Securities which also specify the Company has been requested intended methods of disposition thereof. Notwithstanding anything to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to the contrary in this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing2.2, the Company shall not be obligated to effect more than one Demand Registration in take any 90-day period or such longer period not action with respect to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such a request for a Demand RegistrationRegistration by the Holder unless such request would involve the registration with the Commission of at least 100 shares of Registrable Securities; and provided further, however, that if any other Person shall have rights to request a Piggyback Registration of its securities in a registration requested pursuant to this Agreement, the Company will deliver any notices required number of shares of Securities requested by Section 5.01 and 5.02 and thereupon such Person to be included in a Demand Registration pursuant hereto shall be counted towards determining whether the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained 100 share threshold set forth in the Request Noticefirst clause of this sentence shall have been reached; and provided further, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holdershowever, all to the extent required to permit the disposition of the Registrable Securities so to be registered that if, in accordance with the intended method or methods provisions of disposition this sentence, the Company shall not be obligated to proceed with a Demand Registration subsequent to a request therefor by the Holder, such request shall be treated as if it had never been made, provided that the Company gives the Holder as soon as practicable after the determination has been made that fewer than 100 shares of each seller of Registrable Securities were requested to be included therein by the Holder a notice stating that the Company will not proceed with such Registrable Securitiesrequested Demand Registration and the reason therefor.

Right to Demand. At any time after a Triggering Eventthe date which is twelve (12) months after the Closing Date, any Holder may notify the Demand Holders may (subject in the case of Sponsor Company that it intends to Section 6.01), individually offer to or collectively, make a written request, which request will specify the aggregate number of Registrable Securities cause to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company offered for registration with the Commission under and in accordance with the provisions of the 1933 Act of public sale all or part any portion of the Registrable Securities then owned held by Demand Holders or issuable to it (a "Demand Registration"), then, subject to the rights of the Company set forth in Section 2.1(b) and the registration rights of each other Holder set forth in Section 2.3, the Company will use its best efforts to cause such Registrable Securities as may be requested by such Holder to be registered under the Securities Act, pursuant to a Registration Statement on such form as may then be available to the Company for sale in an underwritten offering or a non-underwritten offering, as elected by such Holder, and to keep such Registration Statement effective until the earlier of: (i) the date six months from the date of effectiveness thereof, or (ii) the date on which all of the Holders' Registrable Securities registered thereunder are sold; provided provided, however, that the Company mayrequesting Holder must request registration of Registrable Securities with a Fair Market Value, if on the Board date of Directors so determines such request, of at least $10 million (unless the Fair Market Value of all of the Registrable Securities held by or issuable to such Holder is less than $10 million, in which event all of the exercise of its reasonable, good faith judgment that due Registrable Securities held by or issuable to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would such Holder must be inadvisable included in such registration in order to effect such registration). Subject to the rights of each Holder as set forth in Section 2.1(e), each of Baron, Clear Channel, DIRECTV, GM and the TCM Group (which, for purposes of this Section 2.1(a), shall be considered a single "Holder") shall be entitled to one Demand Registration at such time (but in no event after such registration statement has become effective)as provided herein, and American Mobile shall be entitled to two Demand Registrations as provided herein. The Company may postpone the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand filing of any Registration Statement required under this Section 2.1 for a single reasonable period with respect to such Demand Registration of time, not to exceed one hundred thirty five (135) days. Upon 120 days following receipt by the Company of the Holder's request, if a request Suspension Event (a "Demand Request"as hereinafter defined) to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request has occurred and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securitiesis continuing.

Right to Demand. At any time after a Triggering EventAfter the date of the initial Public Offering, or, if earlier, the Demand Holders may date on which the Company first becomes subject to the reporting obligations under Section 13(a) of the Exchange Act, the holders of Registrable Securities shall have the right, exercisable by written notice to the Company signed by (subject i) Person(s) holding more than 25% of the Registrable Securities outstanding in the case of Sponsor to Section 6.01)the first notice, individually or collectively(ii) in the case of the second notice, make a written request, which request will specify Person(s) holding more than 25% of the aggregate number of Registrable Securities outstanding, excluding Registrable Securities held by the Person(s) initiating the first notice, and (iii) in the case of the third notice, Person(s) holding more than 20% of the Registrable Securities, excluding Registrable Securities held by Person(s) initiating the first or second notice, to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to request that the Company for effect the registration with under the Commission under and in accordance with the provisions of the 1933 Securities Act of all or part of the such Person(s)' Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided provided, however, that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such excluding any Demand Registration at such time (but in no event after such registration statement has become effective)under Section 2(d) hereof, the Company may, upon providing holders of Registrable Securities shall only have the Demand Holders written notice right to make three (the "Delay Notice"), defer such Demand Registration 3) requests for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) daysRegistration. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder the Company shall, as expeditiously as reasonably possible and in any event, within ten (10) days of receipt of such request and such other Demand Holder shall have the option to include its Registrable Securities in notice, give written notice of such Demand Registration to all registered holders of Registrable Securities, and shall use all commercially reasonable efforts to effect all such registrations under the Securities Act (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualifications and approvals under the laws and regulations of any governmental agencies and authorities applicable to the Company, including the relevant blue sky or other state securities laws) of: (i) the Registrable Securities that the Company has been requested to register as specified in the demand given pursuant to this Section 5.02. Subject 2(a) (including, without limitation, an offering on a delayed or continuous basis pursuant to Section 5.02(fRule 415 (or any successor rule to similar effect) under the Securities Act), the Company will register ; and (ii) all other Registrable Securities which that the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 the holders thereof, by written request given to the Company by such holders within 10 business thirty (30) days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand HoldersCompany, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securitiesregistered.

Right to Demand. At any time after a Triggering EventSubject to Section 8.02(b) below, the Demand Holders may (subject in the case of Sponsor to Section 6.01)Holder may, individually or collectively, make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "“Request Notice"”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by the Demand Holders Holder (a "“Demand Registration"”); provided provided, that (i) the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated material acquisition or disposition or public offering or other material event involving the Company or any of its Subsidiaries (a “Valid Business Reason”) it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders Holder written notice (the "“Delay Notice"”), defer such Demand Registration for a single period set forth in such Delay Notice with respect to such Demand Registration not to exceed one hundred thirty five (135) 90 days. Upon receipt by ; and the Company of a request (a "Demand Request") to effect shall not postpone or delay a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities under this Section 8.02 more than once in such Demand Registration any 12-month period. A registration pursuant to this Section 5.02. Subject to Section 5.02(f), 8.02 will be on such appropriate form of the Company will register all other Registrable Securities which Commission as shall be selected by the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given Holder and be reasonably acceptable to the Company by such holders within 10 business days after and as shall permit the giving intended method or methods of such written notice distribution specified by the Company to such other Demand HoldersHolder, including a distribution to, and resale by, the partners of any of the Demand Holder. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration Registration effective for more than (x) ninety (90) 360 days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "“Effectiveness Period"”). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-90 day period following an Effectiveness Period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.078.06. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 8.01 and thereupon the Company will, subject to Section 5.01(c8.01(c) and 5.02(f8.02(f) hereof hereof, use its reasonable best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by the Demand Holders Holder as contained in the Request Notice, Notice and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities.

Right to Demand. (i) At any time after when the LLC is permitted by the Stockholders' Agreement, any of (A) the Vestar Member or (B) no earlier than twelve months following the consummation of a Triggering EventPublic Offering, any Xxxx Member or its Permitted Transferees (in each case a "DEMANDING MEMBER") may request the Demand Holders may LLC to exercise a "Common Stock Request" under the Stockholders' Agreement (subject a "DEMAND REQUEST"), PROVIDED that in the case of Sponsor a Xxxx Member, either (x) such Demanding Member shall have proposed to Section 6.01), individually or collectively, make a written request, which request will specify the aggregate number of Registrable Securities register together with all other Shares proposed to be registered and will also specify at such time by any other Demanding Member at least 10% of the intended methods outstanding Shares, or (y) such Demanding Member shall have proposed to register, together with all of disposition thereof the Shares proposed to be registered at such time by any other Demanding Member, shares having an aggregate Fair Market Value of at least $50 million. (ii) Within 10 days after receipt of any Demand Request, the Managing Member shall give written notice of the Demand Request to the other Members (collectively, the "Request NoticeNON-DEMANDING MEMBERS") and shall, subject to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act last paragraph of this Section 9.3(a), use all or part of reasonable efforts to exercise the Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period Right with respect to such the Allocated Shares specified in the Demand Registration not Request and, subject to exceed one hundred thirty five (135) days. Upon receipt by Section 9.3(b), to cause the Company of a request (a "Demand Request") Parent to effect a Demand Registration include in the Company will registration all the additional Shares with respect to which the LLC has received written requests for inclusion therein within 10 business 60 days after the receipt of the Demand Request by the Non-Demanding Members. (iii) The LLC shall cause the Parent to effect not more than four Demand Registrations on behalf of the Vestar Member and two Demand Registrations in the aggregate on behalf of the Xxxx Members or their Permitted Transferees pursuant to paragraph (i) of this Section 9.3(a), PROVIDED that if for any reason the number of Demand Registrations available to the LLC under the Stockholders' Agreement is not reduced as a result of any Demand Request, such noticeDemand Request shall not reduce the number of Demand Requests that such Demanding Member may request under this Section 9.3(a), notify each PROVIDED, FURTHER, that in the event that any of the Xxxx Employees is terminated without "Cause" by the Company or the Parent or resigns for "Good Reason" from the Company and the Parent, as such terms are defined in their current respective employment contracts with the Company, then such Xxxx Employee, together with all other Demand Holder of such request and such other Demand Holder terminated or resigning Xxxx Employees, shall have the option right, beginning six months following the consummation of a Public Offering, to include its Registrable Securities four additional Demand Registrations (the "ADDITIONAL DEMAND REGISTRATIONS"), which may be used no more often than once in any 12-month period following such termination or resignation, and in which 25% of the Allocated Shares allocated to all such terminated or resigning Xxxx Employees (or allocated to a trust of which such Xxxx Employee is a beneficiary) on the date of their respective terminations or resignations, in the aggregate, shall have first priority alone (without sharing such priority with the Vestar Member); PROVIDED, FURTHER, that the Additional Demand Registrations shall not be subject to the restrictions contained in Section 9.3(a)(i) hereof, PROVIDED, FURTHER, that if a registration statement filed pursuant to an Additional Demand Registration is not effective within 90 days (the "90 DAY PERIOD") of the receipt by the Parent of such Additional Demand Registration request, if the terminated or resigning Xxxx Employee so elects, then, to the extent such Xxxx Employee exercises its rights under Section 4.1(e) of the Stockholders' Agreement and such Allocated Shares allocated to such Xxxx Employee are to be acquired by the Parent (or, at the option of such Xxxx Employee, the Company, to the extent that the Parent is precluded due to regulatory or state law reasons) or exchanged for shares of preferred stock pursuant to this Section 5.02. Subject 3.12 of the Stockholders' Agreement, the LLC will distribute to Section 5.02(f)such Xxxx Employee such Allocated Shares, and the Parent or the Company will register all other Registrable Securities which the Company has been requested to register by purchase from such other Demand Holders Xxxx Employee (each an a "Incidental Demand HolderPOST OFFERING PURCHASE") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be Shares being registered in accordance with Section 4.1(e) of the intended method or methods Stockholders' Agreement. (iv) The LLC confirms and agrees that a Demanding Member (the "JOINING MEMBER") that joins in a Demand Registration initiated by another Demanding Member shall not by reason thereof be deemed to have used any of disposition of each seller of the Demand Registrations provided herein for such Registrable SecuritiesJoining Member.

Right to Demand. At any time After 180 days after a Triggering EventQualified Initial Public Offering, Knowledge Enterprises, Inc. or an affiliate thereof that then owns an equity interest in the Company may make a one time written request of the Company for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of its Registrable Securities (a "Demand Registration"); provided, however, that (x) the Company need not effect a Demand Registration unless such Demand Registration shall include at least 10% of the issued and outstanding Common Stock of the Company and (y) the Company may, if the Board determines in the exercise of its reasonable judgment that effecting 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 180 days. Within 10 days after receipt of the request for a Demand Registration, the Demand Company will send written notice (the "Notice") of such registration request and its intention to comply therewith to each of the other Holders may (and each holder of an option to purchase Registrable Securities and, subject in the case of Sponsor to Section 6.01)5.2.3 below, individually or collectively, make a the Company will include in such registration all Registrable Securities of the Holders with respect to which the Company has received written request, which request requests for inclusion therein within 20 business days after the effectiveness of the Notice. All requests made pursuant to this Section 5.2.1 will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holdersthereof. The Company shall not be obligated reasonably cooperate with the holders of options to maintain a registration statement pursuant purchase Registrable Securities in connection with such holders' desire, if any, to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) exercise such shorter period when all options contemporaneously with the sale of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such underlying Registrable Securities.

Right to Demand. At any time after a Triggering Eventthe Hold Period Termination Date, one or more Holders of the Demand Holders may (subject in Notes shall have the case of Sponsor right to Section 6.01), individually or collectively, make a written request (such request, which request will specify if in compliance with the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the requirements hereof, a "Request NoticeDEMAND NOTICE") to the Company for registration with the Commission Issuer to register all or part of such Holders' Registrable Notes under and in accordance with the provisions of the 1933 Act of all or part Securities Act, which request must specify (i) the aggregate principal amount at maturity of the Registrable Securities then owned by Notes to be registered, and (ii) the intended method of disposition thereof. Within 15 days after receipt of a Demand Notice, the Issuer will send written notice of such Demand Notice to all Holders (a "Demand Registration"); provided that the Company may, if the Board of Directors so determines Registrable Notes who did not participate in the exercise Demand Notice, and the Issuer will include in such registration all Registrable Notes of its reasonablesuch other Holders with respect to which the Issuer has received written requests for inclusion therein within 10 Business Days after the receipt by the applicable Holder of the Issuer's written notice. As soon as reasonably practicable thereafter, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective)later than the Demand Filing Deadline, the Company may, upon providing Issuer will cause to be filed a Registration Statement covering such Registrable Notes that the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company Issuer has been so requested to register by Demand Holders as contained in providing for the Request Notice, and (ii) all other registration under the Securities Act of such Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities Notes so to be registered in accordance with the intended method of distribution specified in the Demand Notice (a "DEMAND REGISTRATION STATEMENT"). Such Registration Statement shall be on Form S-1 or methods of disposition of each seller any other appropriate form permitting registration of such Registrable SecuritiesNotes. The Issuer shall not permit any securities other than the Registrable Notes to be included in a Registration Statement without the consent of the Holders of a majority of the principal amount of the Notes to be registered in such Registration Statement. The Issuer shall use its reasonable best efforts to cause any such Registration Statement to be declared effective under the Securities Act as soon as practicable after the date on which such Registration Statement is filed (such date, the "FILING DATE"), but not later than the Effectiveness Date and to keep such Registration Statement continuously effective for 90 days from the actual date of its effectiveness (subject to extension pursuant to the last paragraph of Section 5) (the "TERMINATION DATE"), or such shorter period ending when all Registrable Notes covered by such Registration Statement have been sold in the manner set forth and as contemplated in such Registration Statement. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may (i) delay the filing of any Registration Statement or extend the Offering Memorandum Deadline or (ii) delay or suspend (a) the effectiveness of a Registration Statement or (b) the use of any Offering Memorandum, in either case of clause (i) or clause (ii) for a reasonable period of time, but not in excess of an aggregate of 90 days in any consecutive twelve month period, if the Board of Managers of the Issuer determine in good faith that the filing of any such Registration Statement (or effectiveness or the continuing effectiveness thereof) or the circulation of an Offering Memorandum (or any other use thereof) would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Managers of the Issuer, would be detrimental to the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Right to Demand. At (i) Subject to the conditions 2.2(a) stated herein, at any time after a Triggering Eventthe date hereof, the Demand Holders of at least 50.1% of the shares of Registrable Securities may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a written request to the Company for registration with the Commission by such Holders, under and in accordance with the provisions of the 1933 Act, of the resale of all or part of their Registrable Securities (a "Demand Registration"); provided that the Company may if necessary delay the filing of such Demand Registration for such reasonable period of time, not to exceed 90 days, as is necessary to prepare the financial statements of the Company for the fiscal period most recently ended prior to such written request. Within 10 Business Days after receipt of such request, the Company will serve written notice (the "Notice") of such registration request to all Holders of the Registrable Securities and holders of Company securities possessing equivalent registration rights and the Company will include in such registration all Registrable Securities and securities eligible for registration of such holders with respect to which the Company has received written requests for inclusion therein within 15 Business Days after the receipt by the applicable holder of the Notice. (ii) Subject to the conditions stated hereinafter in this Section 2.2(a), at any time after June 5, 2000, any Specified Holder (as identified on Exhibit A) may make a written request to the Company for registration with the Commission of the offer and sale of such Specified Holder's shares of the Registrable Securities under and in accordance with the provisions of the 1933 Act (the "Special Demand Registration"). Following receipt of such request, the Company shall, no later than 10 Business Days after receipt of such request, notify such Specified Holder of its election to either (1) file, at the Company's expense, the registration statement covering such shares for sale by such Specified Holder; provided, that the Company may, if necessary, delay the filing of any registration statement relating to any such Special Demand Registration for such reasonable period of time, not to exceed 90 days, as is necessary to prepare the financial statements of the Company for the fiscal period most recently ended prior to such written request, or (2) if the Company is not at such time registered under the Exchange Act, purchase the number of shares requested to be registered from such Specified Holder at a price per share equal to the Fair Market Value for shares of Common Stock. In the event the Company elects to exercise its rights under (2) above, such Specified Holder shall not be required to sell such Registrable Securities to the Company, but because the Company offers to purchase such Registrable Securities, its obligation to register such Registrable Securities on demand under this Section 2.2(a)(ii) shall have been satisfied. Within 10 Business Days after the Company provides its notice of election to such Specified Holder, the Company will serve written notice (the "Special Demand Notice") of such registration request to all Holders of Registrable Securities and the Company will include in such registration or Company purchase of shares, together with the shares of the Specified Holder, all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 Business Days after the receipt by the applicable Holder of the Special Demand Notice. If a Holder of Registrable Securities shall fail to request inclusion in such Special Demand Registration or Company purchase of shares, and such Special Demand Registration shall not become effective under the 1933 Act, or the Company does not purchase part of all of the shares of Registrable Securities provided for because one or more Holders chose not to sell as provided above, such Holder failing to request inclusion in the Special Demand Registration shall not have a right to request inclusion of such Holder's Registrable Securities in a future demand registration or Company purchase of shares with respect to the Registrable Securities. Any Holder, a representative of whom is on the Company's Board of Directors and which representative voted not to register the shares upon such a request, shall not be entitled to cause the inclusion of such Holder's shares in any such Special Demand Registration or Company purchase of shares. (iii) Any purchase of shares by the Company pursuant to Section 2.2(a)(ii) above shall be consummated (a "Closing") within 10 Business Days after the expiration of the 10 Business Day period stated above that begins with the receipt by the applicable Holder of the Special Demand Notice. Any Closing shall take place at the offices of the Company at 1100 Poydras Street, Suite 2000, New Orleans, Louisiana, at 9:00 a.m. Xx xxx Xxxxxxx, xxx Xxxxxxx xxxx xxxxxxx xx xxxx Xxxxxx selling shares a certified or bank cashier's check or evidence of a wire transfer to the Holder's designated account, in the amount of the purchase price for the Shares sold by such Holder, against delivery of the certificate evidencing such shares duly endorsed or accompanied by a stock power duly endorsed in blank. (iv) For purposes of this Section 2.2(a), the term "Fair Market Value" shall mean, with respect to shares of Common Stock, as of any date, (A) if the Common Stock is listed or admitted to trade on a national securities exchange, the closing price of the Common Stock on the composite tape, as published in The Wall Street Journal, of the principal national securities exchange on which the Common Stock is so listed or admitted to trade, on such date or, if there is no trading in shares of the Common Stock on such date, then the closing price of the Common Stock as quoted on such composite tape on the next preceding date on which there was trading in such shares of Common Stock; (B) if the Common Stock is not listed or admitted to trade on a national securities exchange, then the closing price of the Common Stock as quoted on the National Market System of the National Association of Securities Dealers, Inc. ("NASD"); (C) if the Common Stock is not listed or admitted to trade on a national securities exchange or the National Market System of the the National Association of Securities Dealers, Inc. ("NASD"), the mean between the bid and asked price for the Common Stock on such date, as furnished by NASD through NASDAQ or a similar organization if NASDAQ is no longer reporting such information; or (D) if the Common Stock is not listed or admitted to trade on a national securities exchange or the National Market System of the NASD and if bid and asked prices for the Common Stock are not so furnished by the NASD or a similar organization, the value established by the Board of Directors of the Company in good faith but in any event not less than 90% of the price at which the common stock issued by the Company was last sold (other than pursuant to options or warrants). Fair Market Value shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse. (v) All requests made pursuant to this Section 2.2(a) will specify the aggregate number amount of Registrable Securities to be registered and will also specify the intended methods of disposition thereof thereof. (the "Request Notice"vi) to the Company for registration with the Commission under and in accordance with the provisions Each of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a terms "Demand RegistrationHornbecks" and "); provided Cari," as used in this Section 2.2, shall also refer collectively to axx Xolders that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt are transferees of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securitiesentity.

Right to Demand. (i) At any time after when permitted by the Registration Rights Agreement, Simon or CEP (each, a Triggering Event, the Demand Holders may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "Request NoticeDemanding Member") to may request the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that the Company may, if the Board of Directors so determines in the to exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), Right under the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request Rights Agreement (a "Demand Request"), provided that either (x) the Shares requested to effect a be registered by such Demanding Member have an aggregate Fair Market Value of at least $20 million or (y) the Shares requested to be registered constitute all the remaining Allocated Shares of such Demanding Member. For the purposes of this Section 11.3, the Allocated Shares attributable to ASE shall be deemed to be part of the Allocated Shares of Simon, and the Allocated Shares attributable to Chef shall be deemed to be part of the Allocated Shares of CEP. (ii) Within 10 days after receipt of any Demand Request, the Company shall give written notice of the Demand Request to the other Members (collectively, the "Non-Demanding Members") and shall, subject to the provisions of the last paragraph of this Section 11.3(a), use all reasonable efforts to exercise the Demand Registration Right with respect to the Allocated Shares specified in the Demand Request and, subject to Section 11.3(b), to cause the Issuer to include in the registration all the additional Shares with respect to which the Company will has received written requests for inclusion therein within 10 business 60 days after the receipt of the Demand Request by the Non-Demanding Members. (iii) The Lender shall not have the right to exercise a demand pursuant to the foregoing provisions of this Section 11.3(a). If the Lender has the right to foreclose upon the Pledged Shares, the Lender shall, subject to paragraphs (iv) and (v) of this Section 11.3(a), have the right to exercise a Demand Request pursuant to the Registration Rights Agreement, provided that (i) the Shares requested to be registered by the Lender have an aggregate Fair Market Value of at least $20 million or (ii) the Shares requested to be registered constitute all the Pledged Shares. (iv) Upon the occurrence of Simon's death and/or the death of his spouse, if the good faith estimate of either such noticeestate is that estate taxes payable shall exceed $10 million, notify then the estate, the executor or the personal representative, as the case may be, of Simon or his spouse, as the case may be, shall each other have the right to exercise a Demand Holder Request pursuant to the Registration Rights Agreement, provided that the Shares requested to be registered by such estate, executor or personal representative have an aggregate Fair Market Value of at least $20 million, provided, further, that only one demand may be exercised in respect of the estate of Simon and only one demand may be exercised in respect of the estate of his spouse. The Company agrees not to exercise two of the Demand Registrations provided pursuant to Section 3 of the Registration Rights Agreement unless requested to do so by Simon's estate or the estate of Simon's spouse. (v) The Company shall cause the Issuer to effect (A) not more than two Demand Registrations by each Demanding Member pursuant to paragraph (i) of this Section 11.3(a), provided that the Demand Registrations available to each Demanding Member pursuant to this clause (A) shall be reduced by one if a Demand Registration has been exercised in respect of the Allocated Shares of such request Demanding Member pursuant to clause (B), and such other provided, further, that (x) upon the exercise of the first Demand Holder Request pursuant to paragraph (iv) of this Section 11.3(a), CEP shall have obtain the option right to include its Registrable Securities require the Company to cause the Issuer to effect an additional Demand Registration and (y) upon the exercise of the second Demand Request pursuant to paragraph (iv) of this Section 11.3(a), CEP shall obtain the right to require the Company to cause the Issuer to effect a second additional Demand Registration, (B) not more than two Demand Registrations pursuant to paragraph (iii) of this Section 11.3(a) (one for CEP and one for Simon), provided that (x) a Demand Registration may be exercised in such respect of the Allocated Shares attributable to Simon pursuant to this clause (B) only if Simon has not exercised two Demand Registrations pursuant to clause (A) and (y) a Demand Registration may be exercised in respect of the Allocated Shares attributable to CEP pursuant to this clause (B) only if CEP has not exercised two Demand Registrations pursuant to clause (A), and (C) not more than two Demand Registration pursuant to paragraph (iv) of this Section 5.02. Subject 11.3(a), provided that if for any reason the number of demand registrations available to the Company under the Registration Rights Agreement is not reduced as a result of any Demand Request, such Demand Request shall not reduce the number of Demand Requests that such Demanding Member may request under this Section 5.02(f11.3(a), provided, further, that upon Simon's death, if the Company has not caused two Demand Registrations to be effected on behalf of Simon pursuant to clause (A) of this paragraph (v), the Company will register all other Registrable Securities which Permitted Transferees of Simon that have been apportioned a majority of the Company has been requested Allocated Shares originally attributable to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant Simon shall have the right to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to cause such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one remaining Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable SecuritiesRegistrations.

Right to Demand. At any time after a Triggering Eventthe date which is twelve (12) --------------- months after the Closing Date, any Holder may notify the Demand Holders may (subject in the case of Sponsor Company that it intends to Section 6.01), individually offer to or collectively, make a written request, which request will specify the aggregate number of Registrable Securities cause to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company offered for registration with the Commission under and in accordance with the provisions public sale all or any portion of the 1933 Act of all Registrab le Securities held by or part of the Registrable Securities then owned by Demand Holders issuable to it (a "Demand Registration"), then, subject to the rights of the Company set forth in Section 2.1(b) and the registration rights of each other Holder set forth in Section 2.3, the Company will use its best efforts to cause such Registrable Securities as may be requested by such Holder to be registered under the Securities Act, pursuant to a Registration Statement on such form as may then be available to the Company for sale in an underwritten offering or a non-underwritten offering, as elected by such Holder, and to keep such Registration Statement effective until the earlier of: (i) the date six months from the date of effectiveness thereof, or (ii) the date on which all of the Holders' Registrable Securities registered thereunder are sold; provided provided, however, that the Company mayrequesting Holder must request -------- ------- registration of Registrable Securities with a Fair Market Value, if on the Board date of Directors so determines such reque st, of at least $10 million (unless the Fair Market Value of all of the Registrable Securities held by or issuable to such Holder is less than $10 million, in which event all of the exercise of its reasonable, good faith judgment that due Registrable Securities held by or issuable to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would such Holder must be inadvisable included in such registration in order to effect such registration). Subject to the rights of each Holder as set forth in Section 2.1(e), each of Baron, Clear Channel, DIRECTV, GM and the TCM Group (which, for purposes of this Section 2.1(a), shall be considered a single "Holder") shall be entitled to one Demand Registration at such time (but in no event after such registration statement has become effective)as provided herein, and American Mobile shall be entitled to two Demand Registrations as provided herein. The Company may postpone the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand filing of any Registration Statement required under this Section 2.1 for a single reasonable period with respect to such Demand Registration of time, not to exceed one hundred thirty five (135) days. Upon 120 days following receipt by the Company of the Holder's request, if a request Suspension Event (a "Demand Request"as hereinafter defined) to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request has occurred and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securitiesis continuing.

Right to Demand. At any time after If the Company shall receive from Holders of at least one-third (1/3) of the Preferred Registrable Securities a Triggering Eventwritten request that the Company register with the Commission, under and in accordance with the provisions of the Securities Act, all or part of their Preferred Registrable Securities (a “Demand Registration”), the Company will, within twenty (20) days after receipt of the request for a Demand Holders may Registration, send written notice (a “Demand Notice”) of such registration request and its intention to comply therewith to each other Holder and, subject in the case of Sponsor to Section 6.01)4.1(b) below, individually or collectivelyinclude in such registration all Registrable Securities of the Holders with respect to which the Company has received written requests for inclusion therein within twenty (20) business days after the effectiveness of the Demand Registration Notice. A Demand Registration may be either a Long-form Registration or, make if the Company is then eligible to use Form S-3, a written request, which request Short-form Registration. All Demand Registrations shall be Short-form Registrations whenever the Company is eligible to use any applicable short-form for registrations. All requests made pursuant to this Section 4.1(a) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration")thereof; provided provided, however, that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect more than one any such registration, qualification or compliance pursuant to this Section 4.1(a): (i) unless the Holders initiating such Demand Registration indicate a good faith intention to register Common Stock of the Company having a reasonably anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $10 million; (ii) prior to the date which is six (6) months following the effective date of the first underwritten public offering of the Company’s Common Stock under the Securities Act; (iii) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in any 90-day period a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such longer registration statement to become effective; (iv) after the Company has effected three (3) such registrations pursuant to this Section 4.1(a); or (v) if the Company shall furnish to such Holders a certificate, signed by the President of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a Registration Statement to be filed at such time. In such event, the Company’s obligation to use all reasonable efforts to register, qualify or comply under this Section 4.1(a) shall be deferred for a single period not to exceed 180 one hundred twenty (120) days as requested by an underwriter pursuant to Section 5.07. Upon any from the date of receipt of written request from the Holders initiating such request for a Demand Registration, provided that the Company will deliver shall not exercise this deferral right more than twice in any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securitieseighteen month period.

Right to Demand. At If, at any time on or after a Triggering EventJune 30, 2004, or at any time in respect of shares of Common Stock issued upon conversion or redemption of the Demand Series B Preferred Stock or the Series A Preferred Stock, any one or more of the Preferred Stock Investor Holders may holding Registrable Securities representing five percent (subject 5%) or more in the case aggregate of Sponsor to Section 6.01), individually the then outstanding Common Stock (assuming conversion or collectively, make exercise of all Common Stock Equivalents held by the Preferred Stock Investor Holders into Registrable Securities at the then conversion price or exercise price) submits a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "a “Request Notice"”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand such Preferred Stock Investor Holder or Preferred Stock Investor Holders (a "“Preferred Stock Investor Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective”), the Company mayshall 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; provided, however, that the number of Registrable Securities as to which such request is made shall represent not less than five percent (5%) of the then outstanding Common Stock and Common Stock Equivalents. The Preferred Stock Investor Holders acknowledge that, within ten (10) days after receipt of such Request Notice, the Company will serve written notice of such registration request to (a) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (b) 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 (c) all other Preferred Stock Investor Holders (the “Preferred Stock Investor Demand Notice”), and, subject to the pro rata allocations set forth in Section 2.2.4, the Company will include in such Preferred Stock Investor Demand Registration all such shares of Common Stock held by the LDC Holders, Institutional Investors and Preferred Stock Investor Holders with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the giving of the LDC Notice, the Institutional Investor Notice and the Preferred Stock Investor Demand Notice; provided, however, that in the event of a Preferred Stock Investor Demand Registration prior to June 30, 2004, Preferred Stock Investor Holders may only request for inclusion in such Preferred Stock Investor Demand Registration those shares of Common Stock issued upon providing conversion of the Series B Preferred Stock or the Series A Preferred Stock. Any Preferred Stock Investor Demand Registration representing five percent (5%) or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the Preferred Stock Investor Holders into Registrable Securities at the then conversion price or exercise price) shall, at the Company’s option, be underwritten by one or more underwriters and shall be subject to Section 2.2.2 if such Preferred Stock Investor Holder Demand Registration has not previously been designated an underwritten offering; provided, however, that any Preferred Stock Investor Demand Registration exclusively involving shares of Common Stock sold pursuant to block trades need not be underwritten. The LDC Holders and the Institutional Investors have rights to demand registrations under the LDC Registration Rights Agreement and the Institutional Investor Registration Rights Agreement, respectively, similar to those of the Preferred Stock Investor Holders under this Agreement. The Company agrees that it shall, within ten (10) days after receipt of a demand registration request notice from (X) any one or more of the LDC Holders pursuant to the LDC Registration Rights Agreement (an “LDC Demand Registration”) or (Y) any one or more of the Institutional Investors pursuant to the Institutional Investor Registration Rights Agreement (an “Institutional Investor Demand Registration”) (with the terms “LDC Demand Registration”, “Institutional Investor Demand Registration” and “Preferred Stock Investor Demand Registration” being collectively referred to herein as a “Demand Registration”), serve written notice (the "Delay “Preferred Stock Investor Notice")”) of such registration request to all Preferred Stock Investor Holders holding Registrable Securities and, defer subject to the pro rata allocations set forth in Section 2.2.4, the Company shall include in such LDC Demand Registration for a single period or such Institutional Investor Demand Registration, as the case may be, all Registrable Securities held by Preferred Stock Investor Holders with respect to such which the Company has received a written request for inclusion therein within twenty (20) days after the giving of the Preferred Stock Investor Notice. Any request by one or more Preferred Stock Investor Holders for inclusion in an LDC Demand Registration or an Institutional Investor Demand Registration shall be deemed to be one (1) of the four (4) Demand Registrations permitted hereunder if (i) such request is in respect of at least 1,000,000 shares of Common Stock and (ii) at least 75% of the shares of Common Stock requested for inclusion by the Preferred Stock Investor Holders are so included. The Company represents that the LDC Holders and the Institutional Investors have agreed to the Preferred Stock Investor Holders’ right to participate in LDC Demand Registrations and Institutional Investor Demand Registrations, respectively, on the terms and conditions set forth in this Section 2. All Preferred Stock Investor Holders requesting registration of their Registrable Securities pursuant to this Section 2.2.1 shall specify the aggregate number of Registrable Securities proposed to be registered and the intended methods of disposition thereof. The Preferred Stock Investor Holders shall collectively be entitled to request, or participate in a Preferred Stock Investor Holder request, an Institutional Investor request or an LDC Holder request for, four (4) Demand Registrations (the last of which shall be a shelf registration pursuant to Rule 415 under the 1933 Act to be effective for not less than 180 days (the “Shelf Registration”)) pursuant to exceed one hundred thirty five (135) days. Upon receipt which a registration statement covering Registrable Securities shall 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 (1) Preferred Stock Investor Demand Registration may be requested by any Preferred Stock Investor Holder in any 12-month period; provided, however, that if, following the effective date of a request (a "Demand Request") any registration statement filed pursuant to effect a Demand Registration the Company will within 10 business days after the receipt of such noticeRegistration, notify each other Demand any Preferred Stock Investor Holder of such request and such other Demand Holder shall have the option to include its whose Registrable Securities are to be included in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f)2.2.1 elects, the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by giving written request given notice to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more later than (x) ninety (90) days after such effective date, not to dispose of its Registrable Securities because of a material adverse change in the business, condition (financial or (y) such shorter period when all otherwise), assets or prospects of the Registrable Securities covered by Company and its subsidiaries, taken as a whole, or because of a material adverse 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 (1) of the four (4) Demand Registrations permitted hereunder unless shares of Common Stock representing five percent (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 ninety (90) days of the effective date of such registration statement and prior to the occurrence of such material adverse change or event. If at the time of any Request Notice (I) the Company is engaged in a registered public offering as to which the Preferred Stock Investor Holders had the right to include their Registrable Securities, whether as a Piggyback Registration or pursuant to the Preferred Stock Investor Holders’ participation rights in respect of an LDC Demand Registration or an Institutional Investor Demand Registration, or which was made on Form S-4 or any successor form, (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 been sold pursuant thereto (a material and adverse impact on the "Effectiveness Period"). Notwithstanding business, financial condition or prospects of the foregoingCompany, the Company shall may at its option direct that such request be delayed for a period of not be obligated to effect more than ninety (90) days, which right to delay may be exercised by the Company only one (1) time in respect of each Preferred Stock Investor Demand Registration. The Company shall have the same rights to piggyback on a Preferred Stock Investor Demand Registration as a Preferred Stock Investor Holder would have in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to a Piggyback Registration permitted under Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, 2.1 subject to the pro rata allocations set forth in Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities2.2.4.

Right to Demand. At any time after a Triggering Eventor from time to time, subject to the limitations set forth below, the Demand Holders Stockholder Representative may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "“Request Notice"”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders the Stockholders (a "“Demand Registration"”); provided that . The Stockholder Representative may not submit a Request Notice unless the Company may, if market value of the Board aggregate number of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration (calculated as of the most current practicable date prior to the date of the Request Notice) is $5,000,000 or greater. A registration pursuant to this Section 5.02. Subject to Section 5.02(f), 3.02 will be on such appropriate form of the Company will register all other Registrable Securities Commission as shall be selected by the Stockholder Representative and for which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given then qualifies and be reasonably acceptable to the Company by such holders within 10 business days after and as shall permit the giving intended method or methods of such written notice distribution specified by the Stockholder Representative, including a distribution to, and resale by, the partners or Affiliates of the Stockholders. The Stockholder Representative acknowledges that the Company to such other Demand Holdersis not currently Form S-3 eligible. The Company shall not be obligated required to maintain effect a Demand Registration more than four (4) times; provided, however, that a registration statement filed pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company Registration shall not be obligated to effect more than one count as a Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07under this sentence unless it has become effective. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 3.01 and thereupon the Company will, subject to Section 5.01(c3.01(c) and 5.02(f3.02(d) hereof hereof, use its reasonable best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders the Stockholder Representative as contained in the Request Notice, ; and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders Holder; and (iii) shares of Common Stock owned by holders other than the Stockholders, which holders have piggyback registration rights and Incidental have notified the Company that they are exercising their piggyback rights in connection with such Demand HoldersRegistration; and (iv) any newly issued shares of Common Stock to be sold by the Company, and all to the extent required to permit the disposition of the Registrable Securities and other Common Stock so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable SecuritiesSecurities and other Common Stock.

Right to Demand. At any time (i) Subject to the conditions stated hereinafter in this Section 2.2(a), beginning 24 months after a Triggering Eventthe date hereof, the Demand Holders Holder may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration with the Commission of the sale of all or part of the Registrable Securities owned by the Holder under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that the Company may, may if necessary delay the Board filing of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such any registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer relating to any such Demand Registration for such reasonable period of time as is necessary to prepare the financial statements of the Company for the fiscal period most recently ended prior to such written request; provided further, however, that the Holder will use its good-faith, reasonable efforts to time its requests for the Demand Registration in such a single period with respect manner so as to minimize, to the extent possible, the cost of such Demand Registration not to exceed the Company; provided further, however, that the preceding proviso shall in no way limit the rights of the Holder to realize the maximum possible value for its shares of Registrable Securities to be offered to the public under such Demand Registration; provided further that the effective date of any registration statement relating to any such Demand Registration shall occur as soon as practicable, and no later than 75 days after the filing of the Demand Registration is made (unless a delay beyond such 75-day period occurs despite the Company's having acted with diligence and good faith towards obtaining the effectiveness of such registration statement within such 75-day period); and provided further that in the event that more than one hundred thirty five (135) days. Upon receipt by Person shall constitute the Company of a "Holder" under this Agreement, any such written request (a "Demand Request") to effect for a Demand Registration may be made only by the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration Holders' Representative. (ii) All requests made pursuant to this Section 5.02. Subject 2.2(a) will specify the amount and kind of securities to Section 5.02(f)be registered, the Company Person (or Persons) who is the owner of such Registrable Securities, and will register all other Registrable Securities which also specify the Company has been requested intended methods of disposition thereof. Notwithstanding anything to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to the contrary in this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing2.2, the Company shall not be obligated to effect more than one Demand Registration in take any 90-day period or such longer period not action with respect to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such a request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register Registration by the Piggyback Holders and Incidental Demand Holders, all to Holder unless such request would involve the extent required to permit the disposition of the Registrable Securities so to be registered in accordance registration with the intended method or methods Commission of disposition at least 100,000 shares of each seller of such Registrable Securities.

Right to Demand. At any time after a Triggering Eventtime, the Demand Holders Corinthian may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a written requestrequest (the “Requesting Holder”), which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition distribution thereof (the "a “Request Notice"”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Securities Act of all or part of the Registrable Securities then owned by Demand Holders the Requesting Holder (a "“Demand Registration"”); provided that . The Company shall have the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due right to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect defer such Demand Registration at such time for a single period not to exceed ninety (90) days (but in no event after such registration statement has become effective)) if in the reasonable, good faith determination of the Board of Directors of the Company may, upon providing (written notice of which shall be provided promptly to the Requesting Holder) the filing of a registration statement pursuant to the Demand Holders written notice (Registration would be seriously detrimental to the "Delay Notice")Company due to a pending or contemplated financing, material acquisition or disposition or other material transaction involving the Company or its subsidiaries. The right of the Company to defer such a Demand Registration for a single period with respect to such Demand Registration may not to exceed one hundred thirty five (135) days. Upon receipt be exercised by the Company of a request more than once in any twelve (a "Demand Request"12) to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holdersmonth period. The Company shall not be obligated to maintain the effectiveness of a registration statement filed pursuant to a Demand Regis- tration effective Registration for more than (x) ninety one hundred twenty (90120) days or (y) such shorter period when all of the Registrable Securities covered by such registration have been sold pursuant thereto; provided, however, that for a Demand Registration filed on a Form S-3 (or any successor form), such registration statement shall be maintained by the Company for the later of (x) one hundred twenty (120) days and (y) the date on which all of the Registrable Securities covered by such registration have been sold pursuant thereto (the "“Effectiveness Period"”). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period following an Effectiveness Period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.077. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 3 and thereupon the Company will, subject to Section 5.01(c2(f) and 5.02(f3(c) hereof hereof, use its best efforts to effect the prompt registration under the 1933 Securities Act of: (i) the Registrable Securities which that the Company has been so requested to register by Demand Holders the Requesting Holder as contained in the Request Notice, and (ii) all other Registrable Securities which that the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities.

Right to Demand. At any time after a Triggering Event, If the Demand Holders may (subject in the case of Sponsor to Section 6.01), individually or collectively, make Company shall receive a written request, from one or more Holders of 10% or more of the then outstanding Registrable Securities, that the Company register with the Commission, under and in accordance with the provisions of the Securities Act, all or part of their Registrable Securities (the Holders giving such written request, the "Demanding Holders," such request, a "Demand Registration Notice" and such registration, a "Demand Registration"), the Company shall no later than ten (10) days after the receipt of the Demand Registration Notice), send written notice to each Holder of its intention to comply with the Demand Registration Notice and, subject to Section 2.1(b) below, to include in such registration all Registrable Securities of the Holders with respect to which request the Company has received written requests for inclusion therein within twenty (20) days after the Company's giving of such notice. Once a Demand Registration Notice has been delivered by a Demanding Holder, no other Demand Registration Notice may be delivered by any other Holder or be effective until the delivered Demand Registration Notice has been withdrawn. Subject to Section 2.3, once a Demand Registration Notice has been delivered by a Demanding Holder, the Company will not effect any public sale or distribution of its equity securities or securities convertible into or exercisable or exchangeable for such equity securities under the Securities Act after such Demand Registration Notice has been delivered until (i) such Demand Registration Notice has been withdrawn or (ii) ninety (90) days after the effective date of the registration statement relating to such Demand Registration (or such shorter period as may be agreed to by the managing underwriter or underwriters). Any registration that involves a shelf registration statement and any offerings under such shelf registration statement shall be one and the same Demand Registration for the purposes of clause (iii) below. A Demand Registration may be either a Long-Form Registration or, if the Company is then eligible to use Form S-3, a Short-Form Registration. All Demand Registrations shall be Short-Form Registrations whenever the Company is eligible to use any applicable short-form for registrations. All requests made pursuant to this Section 2.1(a) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period")thereof. Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2.1(a): (i) unless the requesting Holders indicate a good faith intention to register Registrable Securities of the Company having a reasonably anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $25 million; (ii) prior to the date which is one hundred twenty (120) days following the date hereof; (iii) after the Company has effected three (3) Demand Registrations; provided, however, that, in the event that less than all of the Registrable Securities requested to be included in such Demand Registration by the Holders exercising their demand registration rights hereunder are so included pursuant to Section 2.1(b) hereof, the Company shall be required to effect such additional Demand Registrations as may be necessary to register the Registrable Securities that are not included in such registration pursuant to Section 2.1(b); (iv) more than one once during any twelve (12) month period; (v) if the Demand Registration has been converted into a Converted Demand Registration in any 90-day period accordance with Section 2.3; or (vi) if the Company shall furnish to the Demanding Holders a certificate, signed by the President of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its shareholders for a Registration Statement to be filed at such longer time. In such event, the Company's obligation to use all reasonable efforts to register, qualify or comply under this Section 2.1(a) shall be deferred for a single period not to exceed 180 ninety (90) days as from the date of receipt of the Demand Registration Notice by the Demanding Holders. A registration requested by an underwriter pursuant to this Section 5.07. Upon any 2.1(a) shall not be deemed to have been effected for purposes of clause (iii) above, (1) unless a registration statement with respect thereto has become effective (unless the Demand Registration has been withdrawn by the Demanding Holders and such request for a Demand Registration, the Company will deliver any notices Demanding Holders either have paid expenses under Section 2.1(c) or were not required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration pay expenses under the 1933 Act of: clause (i) of such Section or unless the Demand Registration has been converted into a Converted Demand Registration under Section 2.3), (2) if the registration statement does not remain effective for a period ending on the earlier of (A) such time as all shares registered pursuant to such registration statement cease to be Registrable Securities which the Company has been so requested to register by Demand Holders as contained and (B) at least one hundred twenty (120) days (or, in the Request Noticecase of a shelf registration statement, and for a period of at least one year) from the effective date of such registration statement (iias applicable, the "Effective Period"), (3) if, after it has become effective, but before all other Registrable Securities which of the Company has shares included in such registration have been requested to register by the Piggyback Holders and Incidental Demand Holders, all sold prior to the extent required expiration of the Effective Period, such registration is subject to permit any stop order, injunction or other order or requirement of the disposition Commission or any other governmental agency or court that permanently prevents the sale of the Registrable Securities so that were to be have been registered in accordance with for any reason not attributable to the intended method actions or methods omissions of disposition of each seller the holders of such Registrable SecuritiesSecurities or (4) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived and no such closing occurs, other than by reason of some act or omission by the holders of the Registrable Securities that were to have been registered.

Right to Demand. At any time after a Triggering Event(i) the Company is eligible to register Shares of Common Stock under the Act on Form S-3 and (ii) none of the Shares held by Dresxxx xxx subject to an underwriter lock-up agreement relating to such Shares, the Demand Holders may (subject in the case of Sponsor to Section 6.01), individually or collectivelyInstitutional Investors may, make a written request of the Company for registration with the Commission, under and in accordance with the provisions of the Act, of all or part of their Registrable Securities (a "Demand Registration"); provided, that (x) the Company need not effect a Demand Registration unless such Demand Registration shall include at least 50% of the Registrable Securities held on the date of such written request by the Institutional Investors collectively, (y) the Company may defer the filing of any registration statement relating to a Demand Registration for (i) a reasonable period of time (not to exceed ninety (90) days following the end of the most recently completed fiscal year or forty-five (45) days following the end of the most recently completed fiscal quarter (whichever is later)) to the extent necessary to prepare the financial statements of the Company for the fiscal period most recently ended prior to the related request, (ii) up to ninety (90) days if the Company would be required to disclose in such registration statement the existence of any fact relating to a material business situation, transaction or negotiation not otherwise required to be disclosed, or (iii) up to ninety (90) days if the Company notifies the Institutional Investors that a registration at the time and on the terms requested would adversely affect any equity financing by the Company that had been contemplated by the Company prior to receipt of notice requesting registration pursuant to this Section 4(b), and (z) 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. Subject to subsection (3) below, the Company will include in such registration all Registrable Securities of such Significant Holders with respect to which request the Company has received written requests for inclusion therein. All requests made pursuant to this subsection (b)(1) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securitiesthereof.

Right to Demand. (i) Series A Holders. At any time after July 7, 2000, any Series A ---------------- Holder may notify the Company that it intends to offer to or cause to be offered for public sale all or any portion of the Registrable Securities held by or issuable to it (a Triggering Event"Series A Holder Demand Registration"), then, subject to the ----------------------------------- rights of the Company set forth in Section 2.1(b) and the registration rights of each other Holder set forth in Section 2.3, the Demand Holders may (subject in the case of Sponsor Company will use its best efforts to Section 6.01), individually or collectively, make a written request, which request will specify the aggregate number of cause such Registrable Securities as may be requested by such Series A Holder to be registered and will also specify under the intended methods of disposition thereof (the "Request Notice") Securities Act, pursuant to a Registration Statement on such form as may then be available to the Company for sale in an underwritten offering or a non-underwritten offering, as elected by such Series A Holder, and to keep such Registration Statement effective until the earlier of: (x) the date six months from the date of effectiveness thereof, or (y) the date on which all of such Series A Holder's Registrable Securities registered thereunder are sold; provided, however, that -------- ------- the requesting Series A Holder must request registration of Registrable Securities with a Fair Market Value, on the Commission under and in accordance with date of such request, of at least $10 million (unless the provisions of the 1933 Act Fair Market Value of all or part of the Registrable Securities then owned held by Demand Holders (a "Demand Registration"); provided that or issuable to such Series A Holder is less than $10 million, in which event all of the Company may, if the Board of Directors so determines Registrable Securities held by or issuable to such Series A Holder must be included in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable such registration in order to effect such registration). Subject to the rights of each Holder as set forth in Section 2.1(e), each of Baron Asset, Clear Channel, DIRECTV, GM and the TCM Group (which, for purposes of this Section 2.1(a), shall be considered a single "Series A Holder" and which shall act at the direction of holders of a majority in interest of the Registrable Securities of such group) shall be entitled to one Series A Holder Demand Registration at such time (but in no event after such registration statement has become effective)as provided herein, and Motient shall be entitled to two Series A Holder Demand Registrations as provided herein. The Company may postpone the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand filing of any Registration Statement required under this Section 2.1 for a single reasonable period with respect to such Demand Registration of time, not to exceed one hundred thirty five (135) days. Upon 120 days following receipt by the Company of the Series A Holder's request, if a request Suspension Event (a "Demand Request"as hereinafter defined) to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request has occurred and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securitiesis continuing.

Right to Demand. At any time after a Triggering Eventand from time to time prior to March 31, the Demand 2005, Holders may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a written request, which request will specify Registrable Securities representing at least 25% of the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof as a group (the each, a "Request NoticeDemanding Group") to may make a written request of the Company for registration with the Commission Commission, under and in accordance with the provisions of the 1933 Act Securities Act, of all or part of the their Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business Within 5 days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 send written notice (the "Demand Registration Notice") of such registration request and 5.02 and thereupon the Company willits intention to comply therewith to each Holder and, subject to Section 5.01(cparagraph (c) below, the Company will include in such registration all Registrable Securities of such Holders with respect to which the Company has received written requests for inclusion therein within 20 days after the Holder's receipt of the Demand Registration Notice and 5.02(fsuch Holders will be deemed to be members of the Demanding Group. All requests made pursuant to this paragraph (a) hereof will specify the aggregate number of Registrable Securities requested to be registered. Promptly after receipt of any request for registration under this paragraph (a), but in no event later than 60 days after receipt of such request, the Company shall file a Registration Statement with the Commission with respect to the Registrable Securities included in such request and shall use its best efforts to effect have such Registration Statement declared effective as promptly as practicable; provided, however, that the prompt registration under Company may postpone the 1933 Act of: filing of such Registration Statement for a period of up to 90 days (the "Deferral Period") if (x) the Board of Directors reasonably determines that (i) the Registrable Securities which such a filing would adversely affect any proposed financing, acquisition, divestiture or other material transaction by the Company has been so requested to register by Demand Holders as contained in the Request Notice, and or (ii) all other Registrable Securities which such a filing would otherwise represent an undue hardship for the Company, and (y) such determination is reflected in a certificate signed by the Chief Executive Officer or President of the Company. The Company shall not be entitled to request more than one such deferral with respect to any Demand Registration within any 365-day period. If the Company has been requested does elect to register defer any such Demand Registration, the Holders requesting such Demand Registration may, at their election by the Piggyback Holders and Incidental Demand Holders, all written notice to the extent required Company, (i) confirm their request to permit proceed with such Demand Registration upon the disposition expiration of the Registrable Securities so Deferral Period or (ii) withdraw their request for such Demand Registration in which case no such request for a Demand Registration shall be deemed to have occurred for purposes of Section 2.1(b) or for any other purposes under this Agreement (and if such Deferral Period extends past March 31, 2005, the Holders shall nevertheless be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securitiesentitled to make subsequent requests for Demand Registration hereunder).

Right to Demand. At Subject to the following sentence, if, at any time on or after a Triggering EventDecember 31, 1999, any one or more of the Demand LDC Holders may holding Registrable Securities representing ten percent (subject 10%) or more in the case aggregate of Sponsor to Section 6.01), individually the then outstanding Common Stock (assuming conversion or collectively, make exercise of all Common Stock Equivalents held by the LDC Holders into Registrable Securities at the then conversion price or exercise price) submits a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the a "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand such LDC Holder or LDC Holders (an "LDC Demand Registration"), the Company shall thereupon, as expeditiously as possible, use its best efforts to file a registration statement with the Commission and have the registration statement declared effective by the Commission; provided, however, that the number of Registrable Securities as to which such request is made shall represent not less than five percent (5%) of the then outstanding Common Stock and Common Stock Equivalents. Notwithstanding the foregoing, the LDC Holders shall have the right, even though they hold Registrable Securities representing less than ten percent (10%) in the aggregate of the then outstanding Common Stock, to initiate an LDC Demand Registration by submitting a Request Notice to the Company at any time on or after December 31, 1999 if all of the following conditions are met: (i) the LDC Holders have not previously submitted a Request Notice to the Company that resulted in an effective LDC Demand Registration under the terms of this 7 7 Agreement, (ii) the Registrable Securities held by the LDC Holders represent less than ten percent (10%) in the aggregate of the then outstanding Common Stock as a result of additional issuances of Common Stock by the Company after the date of this Agreement, (iii) the LDC Holders are not then eligible to sell the Registrable Securities held by them pursuant to the provisions of paragraph (k) of Rule 144 under the 1933 Act (or any successor provision) and (iv) such Request Notice relates to the proposed sale by the LDC Holders of either (x) Registrable Securities representing not less than five percent (5%) of the then outstanding Common Stock and Common Stock Equivalents or (y) all of the Registrable Securities then held by the LDC Holders. The LDC Holders acknowledge that, within 10 days after receipt of such Request Notice, the Company will serve written notice (the "Institutional Investor Notice") of such registration request to all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement, and, subject to the pro rata allocations set forth in Section 2.2.4, the Company will include in such LDC Demand Registration all such shares of Common Stock held by Institutional Investors with respect to which the Company has received a written request for inclusion therein within 20 days after the giving of the Institutional Investor Notice. The Institutional Investors have rights to demand registrations under the Institutional Investor Registration Rights Agreement substantially comparable to those of the LDC Holders under this Agreement. The Company agrees that, at any time on or after December 31, 1999, it shall, within 10 days after receipt of a demand registration request notice from any one or more of the Institutional Investors pursuant to the Institutional Investor Registration Rights Agreement (an "Institutional Investor Demand Registration", with the terms "Institutional Investor Demand Registration" and "LDC Demand Registration" being collectively referred to herein as a "Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders serve written notice (the "Delay LDC Notice")) of such registration request to all LDC Holders holding Registrable Securities and, defer subject to the pro rata allocations set forth in Section 2.2.4, the Company shall include in such Institutional Investor Demand Registration for a single period all Registrable Securities held by LDC Holders with respect to such which the Company has received a written request for inclusion therein within 20 days after the giving of the LDC Notice. The Company represents that the Institutional Investors have agreed to the LDC Holders' right to participate in Institutional Investor Demand Registration Registrations on the terms and conditions set forth in this Section 2.2. 8 8 All LDC Holders requesting registration of their Registrable Securities pursuant to this Section 2.2.1 shall specify the aggregate number of Registrable Securities proposed to be registered and the intended methods of disposition thereof. The LDC Holders shall collectively be entitled to request or participate in an Institutional Investor request for four Demand Registrations (the last of which shall be a shelf registration pursuant to Rule 415 under the 1933 Act to be effective for not less than 180 days (the "Shelf Registration")) pursuant to exceed one hundred thirty five (135) days. Upon receipt which a registration statement covering Registrable Securities shall 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 LDC Demand Registration may be requested by any LDC Holder in any 12-month period; provided, however, that if, following the effective date of a request (a "Demand Request") any registration statement filed pursuant to effect a Demand Registration the Company will within 10 business days after the receipt of such noticeRegistration, notify each other Demand any LDC Holder of such request and such other Demand Holder shall have the option to include its whose Registrable Securities are to be included in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f)2.2.1 elects, the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by giving written request given notice to the Company by such holders within 10 business not later than 90 days after such effective date, not to dispose of its Registrable Securities because of a material adverse change in the giving business, condition (financial or otherwise), assets or prospects of such written notice by the Company and its subsidiaries, taken as a whole, or because of a material adverse event with respect to the Company and its subsidiaries, taken as a whole, not disclosed in the final prospectus prepared in connection with such other Demand Holders. The Company Registration, then such Demand Registration shall not be obligated count as one of the four Demand Registrations permitted hereunder unless shares of Common Stock representing five percent (5%) or more of the then outstanding Common Stock, including Common Stock Equivalents, are sold pursuant to maintain a the registration statement pursuant to a prepared in connection with such Demand Regis- tration effective for more than (x) ninety (90) Registration within 90 days or (y) such shorter period when all of the Registrable Securities covered by effective date of such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all prior to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller occurrence of such Registrable Securitiesmaterial adverse change or event.

Right to Demand. At any time after a Triggering Eventand from time to time prior to March 31, the Demand 2005, Holders may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a written request, which request will specify Registrable Securities representing at least 25% of the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof as a group (the each, a "Request NoticeDemanding Group") to may make a written request of the Company for registration with the Commission Commission, under and in accordance with the provisions of the 1933 Act Securities Act, of all or part of the their Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business Within 5 days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 send written notice (the "Demand Registration Notice") of such registration request and 5.02 and thereupon the Company willits intention to comply therewith to each Holder and, subject to Section 5.01(cparagraph (c) below, the Company will include in such registration all Registrable Securities of such Holders with respect to which the Company has received written requests for inclusion therein within 20 days after the Holder's receipt of the Demand Registration Notice and 5.02(fsuch Holders will be deemed to be members of the Demanding Group. All requests made pursuant to this paragraph (a) hereof will specify the aggregate number of Registrable Securities requested to be registered. Promptly after receipt of any request for registration under this paragraph (a), but in no event later than 60 days after receipt of such request, the Company shall file a Registration Statement with the Commission with respect to the Registrable Securities included in such request and shall use its best efforts to effect have such Registration Statement declared effective as promptly as practicable; provided however, that the prompt registration under Company may postpone the 1933 Act of: filing of such Registration Statement for a period of up to 90 days (the "Deferral Period") if (x) the Board of Directors reasonably determines that (i) the Registrable Securities which such a filing would adversely affect any proposed financing, acquisition, divestiture or other material transaction by the Company has been so requested to register by Demand Holders as contained in the Request Notice, and or (ii) all other Registrable Securities which such a filing would otherwise represent an undue hardship for the Company, and (y) such determination is reflected in a certificate signed by the Chief Executive Officer or President of the Company. The Company shall not be entitled to request more than one such deferral with respect to any Demand Registration within any 365-day period. If the Company has been requested does elect to register defer any such Demand Registration, the Holders requesting such Demand Registration may, at their election by the Piggyback Holders and Incidental Demand Holders, all written notice to the extent required Company, (i) confirm their request to permit proceed with such Demand Registration upon the disposition expiration of the Registrable Securities so Deferral Period or (ii) withdraw their request for such Demand Registration in which case no such request for a Demand Registration shall be deemed to have occurred for purposes of Section 2.1 (b) or for any other purposes under this Agreement (and if such Deferral Period extends past March 31, 2005, the Holders shall nevertheless be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securitiesentitled to make subsequent requests for Demand Registration hereunder).

Right to Demand. At any time after (i) the Company is eligible to register Shares of Common Stock under the Act on Form S-3 and (ii) none of the Shares hold by Dresxxx xxx subject to an underwriter lock-up agreement relating to such Shares, any of SBC, Integro and Dresxxx (xxch of SBC, Integro and Dresxxx, x "Demanding Group") may, make a Triggering Eventwritten request of the Company for registration with the Commission , under and in accordance with the provisions of the Act, of all or part of their Registrable Securities (a "Demand Holders may Registration"); PROVIDED, that (subject x) the Company need not effect a Demand Registration unless such Demand Registration shall include at least 50% of the Registrable Securities held on the date of such written request by SBC and Integro collectively or at least 15% (in the case of Sponsor the first Demand Registration) of the Registrable Securities held by Dresxxx xxxediately after the consummation of the transactions contemplated by the Purchase Agreement (subject to Section 6.01adjustment only for stock splits and recombinations and pro rata stock dividends and the like), individually (y) the Company may defer the filing of any registration statement relating to a Demand Registration for (i) a reasonable period of time (not to exceed ninety (90) days following the end of the most recently completed fiscal year or collectively, make a written forty-five (45) days following the end of the most recently completed fiscal quarter (whichever is later)) to the extent necessary to prepare the financial statements of the Company for the fiscal period most recently ended prior to the related request, (ii) up to ninety (90) days if the Company would be required to disclose in such registration statement the existence of any fact relating to a material business situation, transaction or negotiation not otherwise required to be disclosed, or (iii) up to ninety (90) days if the Company notifies the Significant Holders that a registration at the time and on the terms requested would adversely affect any equity financing by the Company that had been contemplated by the Company prior to receipt of notice requesting registration pursuant to this Section 4(b), and (z) 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. 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 each of the other Significant Holders that shall have the option to exercise their piggyback rights as provided in Section 4(a) above. Subject to subsection (3) below, the Company will include in such registration all Registrable Securities of such Significant Holders with respect to which request the Company has received written requests for inclusion therein within ten (10) days after delivery of the Notice. All requests made pursuant to this subsection (b)(1) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securitiesthereof.

Right to Demand. At Subject to Section 5.02(b) below, at any time or from time to time following the earlier of (i) an Initial Public Offering, (ii) the date of the Original Agreement if Ares and Teachers are acting together or (iii) the date 5 years after a Triggering Eventthe date of the Original Agreement, the Demand Holders may (subject in Ares or Teachers, or both Ares and Teachers together, as the case of Sponsor to Section 6.01may be (the “Demand Holder”), individually or collectively, may make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "“Request Notice"”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by the Demand Holders Holder (a "“Demand Registration"”); provided provided, that (i) the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated material acquisition or disposition or public offering or other material event involving the Company or any of its subsidiaries (a “Valid Business Reason”) it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders Holder written notice (the "“Delay Notice"”), defer such Demand Registration for a single period set forth in such Delay Notice with respect to such Demand Registration not to exceed one hundred thirty five (135) 90 days. Upon receipt by ; and the Company of a request (a "Demand Request") to effect shall not postpone or delay a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to under this Section 5.025.02 more than once in any 12-month period. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") A registration pursuant to this Section 5.02 will be on such appropriate form of the Commission as shall be selected by written request given the Demand Holder and be reasonably acceptable to the Company by such holders within 10 business days after and as shall permit the giving intended method or methods of such written notice distribution specified by the Company to such other Demand HoldersHolder, including a distribution to, and resale by, the partners of any Demand Holder. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration Registration effective for more than (x) ninety (90) 360 days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "“Effectiveness Period"”). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period following an Effectiveness Period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.075.06. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof hereof, use its reasonable best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by the Demand Holders Holder as contained in the Request Notice, Notice and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities.

Right to Demand. At Subject to Section 6(b)(ii) hereof, at any time on or after the date (the "Registration Right Exercise Commencement Date") which is twelve months following the date on which a Triggering Eventregistration statement filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the Common Stock is declared or deemed effective under the Exchange Act, the Demand Initiating Holders (as defined in paragraph 6(b)(vi) below) may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a written requestrequest (each, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the a "Request NoticeDemand Request") to the Company for registration with under the Commission under and in accordance with the provisions of the 1933 Securities Act of all or part of the Registrable their Registerable Securities then owned by Demand Holders (each, a "Demand Registration"); provided that the Company may, if the Board . Within ten days after receipt of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective)Request, the Company may, upon providing the Demand Holders shall deliver a written notice (the "Delay Notice"), defer ) of such Demand Registration for a single period with respect Request to such Demand Registration not to exceed one hundred thirty five (135) daysall other Rightsholders. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the The Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant all Registerable Securities with respect to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders given written requests (each an each, a "Incidental Demand HolderTag-Along Request") pursuant to this Section 5.02 by written request given to the Company by such holders for inclusion therein within 10 business twenty days after the giving of the Notice. Each and every Demand Request shall be required to specify the aggregate amount of the Registerable Securities to be included in such written notice Demand Registration by the Company Initiating Holders, the amount of Registerable Securities to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective registered for more than (x) ninety (90) days or (y) such shorter period when all each of the Registrable Securities covered by Initiating Holders and the intended method(s) of disposition thereof, including whether or not such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoingDemand Registration or portion thereof is to relate to an underwritten offering, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon name of the managing underwriter(s), if any, and the terms of any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 underwriting. Each and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the every Tag-Along Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent shall be required to permit specify the disposition amount of the Registrable Registerable Securities so to be registered in accordance with the Demand Registration and the intended method or methods method(s) of disposition thereof, including whether or not the Registerable Securities subject to such Tag-Along Request or portion thereof is to relate to an underwritten offering, the name of each seller the managing underwriter(s), if any, and the terms of any such Registrable Securitiesunderwriting.

Right to Demand. At any time If the Company shall receive a written request from one or more Qualified Shareholders (a "Demand Registration Notice") that the Company register with the Commission, under and in accordance with the provisions of the Securities Act, all or part of their Registrable Securities (a "Demand Registration"), with respect to Registrable Securities that will provide net proceeds, after a Triggering Eventdeduction of underwriting discounts and commissions, to such Qualified Shareholders of not less than $5.0 million, the Company shall have twenty-one (21) days to determine whether to file a registration statement for the offer and sale of securities for its own account. If during such twenty-one (21) day period, the Company in good faith determines to undertake or is undertaking such an offering on its own behalf (a "Company Offering") and to file a registration statement for a Company Offering and provides written notice to such Qualified Shareholders of such decision, the Company shall have no obligation to register any Registrable Securities except pursuant to and in accordance with Section 3 until the completion of such Company Offering and the request made by such Qualified Shareholders shall not be counted as a Demand Holders may Registration for the purposes of Section 2(a)(iii); provided, however, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement for a Company Offering to become effective. If the Company determines not to undertake a Company Offering, the Company shall, no later than ten (10) days after the expiration of such twenty-one (21) day period, send written notice to each Shareholder of such decision and its intention to comply with the Demand Registration Notice and, subject in the case of Sponsor to Section 6.012(c), individually to include in such registration all Registrable Securities of Qualified Shareholders with respect to which the Company has received written requests for inclusion therein within twenty (20) days after the Company's giving of such notice. Once a Demand Registration Notice has been delivered by a Qualified Shareholder, no other Demand Registration Notice may be delivered by any other Qualified Shareholder or collectivelybe effective until, make (x) if the Company has elected to undertake or is undertaking a written requestCompany Offering in compliance with the foregoing requirements, which request such Company Offering is completed or abandoned, or (y) if the Company has not so elected and is not so undertaking, the delivered Demand Registration Notice has been withdrawn or ninety (90) days after the effective date of the registration statement relating to such Demand Registration (or such shorter period as may be agreed to by the managing underwriter or underwriters). Once a Demand Registration Notice has been delivered by a Qualified Shareholder, unless it has elected to undertake or is undertaking a Company Offering in compliance with the foregoing provisions, the Company will not effect a public sale or distribution of its equity securities or securities convertible into or exercisable or exchangeable for such equity securities under the Securities Act after such Demand Registration Notice has been delivered until (1) such Demand Registration Notice has been withdrawn or (2) ninety (90) days after the effective date of the registration statement relating to such Demand Registration (or such shorter period as may be agreed to by the managing underwriter or underwriters). Any registration that involves a shelf registration statement shall be deemed one Demand Registration for the purposes of clause (iii) below. A Demand Registration may be either a long-form registration or, if the Company is then eligible to use Form S-3, a short-form registration. All Demand Registrations shall be short-form registrations whenever the Company is eligible to use any applicable short-form for registrations. All requests made pursuant to this Section 2(a) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration")thereof; provided provided, however, that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect more than one any such registration, qualification or compliance pursuant to this Section 2(a): (i) prior to the date which is twelve (12) months following the effective date of the Initial Public Offering; (ii) prior to the date which is twelve (12) months following the date of receipt by the Company of any Demand Registration Notice from a Qualified Shareholder, pro- vided, however, that the Qualified Shareholder has not withdrawn such Demand Registration Notice; (iii) after the Company has effected two (2) Demand Registrations requested by Qualified Shareholders; or (iv) if the Company shall furnish to the Qualified Shareholders a certificate, signed by the President of the Company, stating that in any 90-day period the good faith judgment of the "independent" members of the Board of Directors of the Company it would be detrimental to best interests of the Company for a Registration Statement to be filed at such time. In such event, the Company's obligation to use all reasonable efforts to register, qualify or such longer comply under this Section 2(a) shall be deferred for a single period not to exceed 180 ninety (90) days as from the date of receipt of the Demand Registration Notice by the Qualified Shareholders. A registration requested by an underwriter pursuant to this Section 5.07. Upon any such request 2(a) shall not be deemed to have been effected for purposes of clause (iii) above, (1) unless a registration statement with respect thereto has become effective (unless the Demand Registration has been withdrawn by the Qualified Shareholders that gave the applicable Demand Registration Notice), (2) if the registration statement does not remain effective for a Demand Registrationperiod of at least ninety (90) days (or, in the case of a shelf registration statement, nine (9) months) (as applicable, the Company will deliver any notices required by Section 5.01 "Effective Period") and 5.02 and thereupon all of the Company willshares included in such registration have not been sold prior to the expiration of the Effective Period, (3) if, after it has become effective, but before all of the shares included in such registration have been sold prior to the expiration of the Effective Period, such registration is subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect any stop order, injunction or other order or requirement of the prompt registration under Commission or any other governmental agency or court that permanently prevents the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition sale of the Registrable Securities so that were to be have been registered in accordance with for any reason not attributable to the intended method actions or methods omissions of disposition of each seller the holders of such Registrable SecuritiesSecurities or (4) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied and no such closing occurs, other than by reason of some act or omission by the holders of the Registrable Securities that were to have been registered.

Right to Demand. At any time after a Triggering Event, the Demand Holders may (subject in the case of Sponsor to Section 6.01)may, individually or collectively, (x) make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Secondary Demand Registration") or (y) make a written request, requesting that the Company register shares of Common Stock on a primary basis and consummate an Initial Public Offering (the "IPO Primary Demand" and together with the Secondary Demand Registration, a "Demand Registration"); provided that the Company may, if the its Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable in- advisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective)time, the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer defer, postpone or suspend such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty thirty-five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder Holder(s) shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f5.02(g), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders which still have the right to make a Request Notice pursuant to Section 5.02 hereof (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 eight (8) business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration Registration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90180-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07period. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of:; (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities.

Right to Demand. At If the Company shall receive a written request from (I) CSC, (II) PBL, (III) the holders of not less than a majority of the then outstanding Registrable Securities held by Former Series A Preferred Stockholders other than CSC and PBL, (IV) Kids or any time after a Triggering EventKids Entity, or (V) the Demand holders of not less than 33% of the then outstanding Registrable Securities held by Common Stockholders, that the Company register with the Commission, under and in accordance with the provisions of the Securities Act, all or part of their Registrable Securities (the Holders may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a giving such written request, the “Demanding Holders”, such request, a “Demand Registration Notice” and such registration, a “Demand Registration”), the Company shall have twenty-one (21) days to determine whether to file a registration statement for the offer and sale of securities for its own account. If during such twenty-one day period, the Company in good faith determines to undertake or is undertaking such an offering (a “Company Offering”) and to file such a registration statement and provides written notice to the Demanding Holder of such decision, the Company shall have no obligation to register any Registrable Securities except pursuant to and in accordance with Section 4.2 until the completion of such Company Offering and the request made by the Holders shall not be counted as a Demand Registration for the purposes of Section 4.1(a)(iii); provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. If the Company determines not to undertake a Company Offering and not to file a registration statement for its own account, the Company will, no later than ten (10) days after the expiration of such twenty-one (21) day period, send written notice to each Holder of such decision and its intention to comply with the Demand Registration Notice and, subject to Section 4.1(b) below, to include in such registration all Registrable Securities of the Holders with respect to which request the Company has received written requests for inclusion therein within twenty (20) days after the Company’s giving of such notice. Once a Demand Registration Notice has been delivered by any of the Demanding Holders, no other Demand Registration Notice may be delivered by any other Holder or be effective until (i) if the Company has elected to undertake or is undertaking a Company Offering in compliance with the foregoing requirements, such Company Offering is completed or abandoned or (ii) if the Company has not so elected and is not so undertaking, the delivered Demand Registration Notice has been withdrawn or ninety (90) days after the effective date of the registration statement relating to such Demand Registration (or such shorter period as may be agreed to by the managing underwriter or underwriters). Once a Demand Registration Notice has been delivered by any of the Demanding Holders, unless it has elected to undertake or is undertaking a Company Offering in compliance with the foregoing provisions, the Company will not effect any public sale or distribution of its equity securities or securities convertible into or exercisable or exchangeable for such equity securities under the Securities Act, after such Demand Registration Notice has been delivered until (i) such Demand Registration Notice has been withdrawn or (ii) ninety (90) days after the effective date of the registration statement relating to such Demand Registration (or such shorter period as may be agreed to by the managing underwriter or underwriters). If the Demand Registration involves a shelf registration statement pursuant to the penultimate paragraph of Section 4.1(a), then the Demanding Holder shall give to the Company and the other Holders prior written notice of its intent to undertake an underwritten offering under such registration statement and only the delivery of such notice shall be deemed to be the delivery of a Demand Registration Notice for the purposes of the preceding two sentences of this paragraph and shall be deemed to be a Demand Registration Notice for purposes of the portions of this paragraph preceding such two sentences. Any registration that involves a shelf registration statement and any offerings under such shelf registration statement shall be one and the same Demand Registration for the purposes of clause (iii) below. A Demand Registration may be either a Long-form Registration or, if the Company is then eligible to use Form S-3, a Short-form Registration. All Demand Registrations shall be Short-form Registrations whenever the Company is eligible to use any applicable short-form for registrations. All requests made pursuant to this Section 4.1(a) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration")thereof; provided provided, however, that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect more than any such registration, qualification or compliance pursuant to this Section 4.1(a): (i) unless the requesting Holders indicate a good faith intention to register Registrable Securities of the Company having a reasonably anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $5.0 million; (ii) [reserved]; (iii) after the Company has effected (A) in the case of CSC, two (2) Demand Registrations requested by CSC, (B) in the case of PBL, one (1) Demand Registration requested by PBL, (C) in the case of Former Series A Preferred Stockholders other than CSC and PBL, one (1) Demand Registration requested by Holders of not less than a majority of the then outstanding Registrable Securities held by such Holders, (D) in the case of Kids or any 90-day period Kids Entity, one (1) Demand Registration requested by Kids or any Kids Entity or (E) in the case of holders of Common Stock, one (1) Demand Registration requested by not less than 33% of the then outstanding Registrable Securities held by such longer Holders, in each case pursuant to this Section 4.1(a); provided, however, that in the event that less than all of the Registrable Securities requested to be included in such Demand Registration by the Holders exercising their demand registration rights hereunder are so included pursuant to Section 4.1(b) hereof, the Company shall be required to effect such additional Demand Registrations as may be necessary to register the Registrable Securities that are not included in such registration pursuant to Section 4.1(b); or (iv) if the Company shall furnish to the Demanding Holders a certificate, signed by the President of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a Registration Statement to be filed at such time. In such event, the Company’s obligation to use all reasonable efforts to register, qualify or comply under this Section 4.1(a) shall be deferred for a single period not to exceed 180 ninety (90) days as from the date of receipt of the Demand Registration Notice by the Demanding Holders. A registration requested by an underwriter pursuant to this Section 5.07. Upon any 4.1(a) shall not be deemed to have been effected for purposes of clause (iii) above, (1) unless a registration statement with respect thereto has become effective (unless the Demand Registration has been withdrawn by the Demanding Holders and such request for a Demand Registration, the Company will deliver any notices Demanding Holders either have paid expenses under Section 4.1(c) or were not required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration pay expenses under the 1933 Act of: clause (i) of such Section), (2) if the Registrable Securities which the Company has been so requested to register by Demand Holders as contained registration statement does not remain effective for a period of at least ninety (90) days (or, in the Request Noticecase of a shelf registration statement, and nine months) (iias applicable, the “Effective Period”) and all other Registrable Securities which of the Company has shares included in such registration have not been requested to register by the Piggyback Holders and Incidental Demand Holders, all sold prior to the extent required expiration of the Effective Period, (3) if, after it has become effective, but before all of the shares included in such registration have been sold prior to permit the disposition expiration of the Effective Period, such registration is subject to any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court that permanently prevents the sale of the Registrable Securities so that were to be have been registered in accordance with for any reason not attributable to the intended method actions or methods omissions of disposition of each seller the holders of such Registrable SecuritiesSecurities or (4) if the conditions to closing specified in the a purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied and no such closing occurs, other than by reason of some act or omission by the holders of the Registrable Securities that were to have been registered.

Right to Demand. At If, at any time after a Triggering Eventtime, any one or more of the Demand Holders may Institutional Investors holding Registrable Securities representing five percent (subject 5%) or more in aggregate of the case Common Stock (assuming conversion or exercise of Sponsor to Section 6.01), individually all Common Stock Equivalents into Registrable Securities at the then conversion price or collectively, make exercise price) makes a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "“Request Notice"”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders such Institutional Investor or Institutional Investors then owning Registrable Securities (a "an “Institutional Investor Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective”), the Company mayshall thereupon, upon providing 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; provided, however, that the number of Registrable Securities as to which such request is made shall represent not less than five (5%) percent of the outstanding Common Stock and Common Stock Equivalents. The Institutional Investors acknowledge that within ten (10) days after receipt of such Request Notice, the Company will serve written notice of such registration request to (a) all Institutional Investors who hold Registrable Securities (the “Institutional Investor Demand Notice”), (b) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”) and (c) 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”), and, subject to the pro rata allocations set forth in Section 2.02(d), the Company will include in such Demand Registration all such shares of Common Stock held by such Institutional Investors, LDC Holders and Preferred Stock Investor Holders with respect to which the Company has received written requests for inclusion therein within twenty (20) days after the giving of the Institutional Investor Demand Notice, the LDC Notice and the Preferred Stock Investor Notice. Any Institutional Investor Demand Registration representing five percent (5%) or more in aggregate of the Common Stock (assuming conversion or exercise of all Common Stock Equivalents into Registrable Securities at the then conversion price or exercise price) shall, at the Company’s option, be underwritten by one or more underwriters and subject to Section 2.02(b) hereto, if such Institutional Investor Demand Registration has not previously been designated an underwritten offering; provided, however, that any Preferred Stock Investor Demand Registration exclusively involving shares of Common Stock sold pursuant to block trades need not be underwritten. The LDC Holders have rights to demand registrations under the LDC Registration Rights Agreement similar to those of the Institutional Investors under this Agreement and the Preferred Stock Investor Holders have rights to demand registration under the Preferred Stock Investor Registration Rights Agreement similar to those of the Institutional Investors under this Agreement. The Company agrees that, at any time, it shall, within ten (10) days after receipt of a demand registration request notice from any one or more of the LDC Holders pursuant to the LDC Registration Rights Agreement (an “LDC Demand Registration”) or any one or more of the Preferred Stock Investor Holders pursuant to the Preferred Stock Investor Registration Rights Agreement (a “Preferred Stock Investor Demand Registration”, with the terms “Institutional Investor Demand Registration”, “Preferred Stock Investor Demand Registration” and “LDC Demand Registration” being collectively referred to herein as a “Demand Registration”), serve written notice (the "Delay “Institutional Investor Notice"”) of such registration request to all Institutional Investors holding Registrable Securities and, subject to the pro rata allocations set forth in Section 2.02(d), defer the Company shall include in such LDC Demand Registration for a single period or Preferred Stock Investor Demand Registration all Registrable Securities held by Institutional Investors with respect to such which the Company has received a written request for inclusion therein within twenty (20) days after the giving of the Institutional Investor Notice. Any request by one or more Institutional Investors for inclusion in a Preferred Stock Investor Demand Registration or an LDC Demand Registration shall be deemed to be one (1) of the four (4) Demand Registrations permitted hereunder if (i) such request is in respect of at least 1,000,000 shares of Common Stock and (ii) at least 75% the shares requested for inclusion by the Institutional Investors are so included. All Institutional Investors requesting registration of their Registrable Securities pursuant to this Section 2.02(a) will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof. Each Institutional Investor shall be entitled so to request, or participate in an Institutional Investor request, an LDC Holder request or a Preferred Stock Investor Holder request for, four (4) Demand Registrations (the last of which shall be a shelf registration to be effective for not to exceed one hundred thirty five less than 180 days (135the “Shelf Registration”)) days. Upon receipt filed with and declared effective by the Commission, the expenses of which shall be borne by the Company in accordance with this Agreement, and no more than one (1) Demand Registration may be requested by any Institutional Investor in any 12-month period; provided, however, that if, following the effective date of a request (a "Demand Request") any registration statement filed pursuant to effect a Demand Registration the Company will within 10 business days after the receipt of such noticeRegistration, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities any Institutional Investor included in such a Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f)2.02(a) elects, the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by giving written request given notice to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more later than (x) ninety (90) days after such effective date, not to dispose of its Registrable Securities because of a material adverse change in the business, condition (financial or (y) such shorter period when all otherwise), assets or prospects of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoingCompany and its subsidiaries, taken as a whole, or a material adverse event with respect to the Company shall and its subsidiaries, taken as a whole, not be obligated to effect more than one Demand Registration disclosed in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request the final prospectus for a the Demand Registration, then such Demand Registration shall not count as one (1) of the Company will deliver four (4) Demand Registrations permitted hereunder unless Registrable Securities representing five percent (5%) or more of the Common Stock, including Common Stock Equivalents, are sold pursuant to such Demand Registration within ninety (90) days of the effective date of the registration statement and prior to the occurrence of such material adverse event. If at the time of any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: Request Notice (i) the Registrable Securities Company is engaged in a registered public offering as to which the Company has been so requested Institutional Investors had the right to register by include their Registrable Securities, whether as a Piggyback Registration, pursuant to the Institutional Investors’ participation rights in respect of a LDC Demand Holders as contained Registration or pursuant to the Institutional Investors’ participation rights in the Request Noticerespect of a Preferred Stock Investor Demand Registration, and or which was made on Form S-4 or any successor form, (ii) all other Registrable Securities which the Company has been requested to register 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 Piggyback Holders and Incidental Demand Holdersrequested registration, all to or (iii) the extent Board makes a good-faith determination that the public disclosures required to permit be made in the disposition requested registration statement would have a material and adverse impact on the business, financial condition or prospects of the Registrable Securities so 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 registered exercised by the Company only one time for each Demand Registration for all Institutional Investors. The Company shall have the same rights to Piggyback Registration on a Demand Registration as an Institutional Investor would have in accordance with the intended method or methods of disposition of each seller of such Registrable Securitiesa Piggyback Registration permitted under Section 2.01 hereof.

Right to Demand. At (i) Subject to the conditions stated in this Section 2.2 herein and provided the Common Stock is registered under Section 12 of the Exchange Act, at any time after a Triggering Eventthe date hereof, the Demand Holders of at least 50.1% of the shares of Registrable Securities may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a written request to the Company for registration with the Commission by such Holders, under and in accordance with the provisions of the 1933 Act, of the resale of all or part of their Registrable Securities (a "Demand Registration"); provided that the Company may if necessary delay the filing of such Demand Registration for such reasonable period of time, not to exceed 90 days, as is necessary to prepare the financial statements of the Company for the fiscal period most recently ended prior to such written request. Within 10 Business Days after receipt of such request, the Company will serve written notice (the "Notice") of such registration request to all Holders of the Registrable Securities and holders of Company securities possessing equivalent registration rights and the Company will include in such registration all Registrable Securities and securities eligible for registration of such holders with respect to which the Company has received written requests for inclusion therein within 10 Business Days after the receipt by the applicable holder of the Notice. Any Holder by electing to participate in such registration agrees to be bound by the terms and conditions of this Agreement. (ii) Subject to the conditions stated hereinafter in this Section 2.2(a), at any time after the earlier of (x) the fourth anniversary of the date hereof or (y) the Repurchase Event Date (as defined in Section 2.2(a)(vi), if the Company is not Publicly Traded and SCF continues to own at least 80% of the shares of Common Stock acquired by SCF in the Private Placement, SCF may make a written request (a "Special Demand") to the Company for registration with the Commission of the offer and sale of SCF's shares of the Registrable Securities under and in accordance with the provisions of the 1933 Act (the "Special Demand Registration"); provided, however, that if the Repurchase Event Date is based on an election or elections to cause the repurchase of less than all of the Warrants or a Board Determination to redeem less than all of the Warrants or to enter into a transaction with the holders of Warrants to substantially the same effect as a redemption or repurchase of less than all of the Warrants, then the shares which SCF shall be entitled to include in a Special Demand shall be limited to that number determined by multiplying 8,150,944 (or such lesser number of shares of Common Stock as is then owned by SCF) by a fraction the numerator of which is the number of shares of Common Stock otherwise issuable pursuant to the Warrants to be so redeemed, repurchased or subjected to a transaction to substantially the same effect and the denominator of which shall be 11,904,761 or such lesser number of Warrants as are then exercisable. If SCF is not permitted to include all of its shares of Registrable Securities in a Special Demand, SCF shall continue to have the right to make Special Demands pursuant to the terms of this Section. Following receipt of such request, the Company shall, no later than 40 Business Days after receipt of such request, notify SCF of its election to either (1) file the registration statement covering such shares for sale by SCF, provided that the Company may, if necessary, delay the filing of any registration statement relating to any such Special Demand Registration for such reasonable period of time, not to exceed 90 days, as is necessary to prepare the financial statements of the Company for the fiscal period most recently ended prior to such written request, or (2) if the Company is not at such time registered under the Exchange Act, purchase the number of shares requested to be registered from SCF at a price per share equal to the Fair Market Value for shares of Common Stock. In the event the Company elects to exercise its rights under (2) above, SCF shall not be required to sell such Registrable Securities to the Company, but because the Company offers to purchase such Registrable Securities, its obligation to register such Registrable Securities on demand under this Section 2.2(a)(ii) shall have been satisfied. Within 10 Business Days after the Company provides its notice of election to SCF of its intention to file a registration statement at SCF's request, the Company will serve written notice (the "Special Demand Notice") of such registration request to all Holders of Registrable Securities and the Company will include in such registration together with the shares of SCF, all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 Business Days after the receipt by the applicable Holder of the Special Demand Notice. Any Holder by electing to participate in such registration agrees to be bound by the terms and conditions of this Agreement. If a Holder of Registrable Securities shall fail to request inclusion in such Special Demand Registration and such Special Demand Registration shall not become effective under the 1933 Act, such Holder failing to request inclusion in the Special Demand Registration shall not have a right to request inclusion of such Holder's Registrable Securities in a future demand registration with respect to the Registrable Securities. Any Holder, a representative of whom is on the Company's Board of Directors and which representative voted not to register the shares upon such a request, shall not be entitled to cause the inclusion of such Holder's shares in any such Special Demand Registration. If the Company elects to effect a registration pursuant to a Special Demand, then after taking into account the shares to be sold by SCF and any other selling stockholders in such registration, the Company will include in the registration statement such additional shares to be sold by the Company so that the aggregate offering price of all shares to be sold under such registration statement will equal at least $25 million. (iii) Any purchase of shares by the Company pursuant to Section 2.2(a)(ii) above shall be consummated (a "Closing") within 150 Days after the expiration of the 40-Business Day period stated above that begins with the receipt by the Company of SCF's request for registration under Section 2.2(a)(ii). Any Closing shall take place at the offices of the Company at 414 N. Causeway Boulevard, Mandeville, Louisiana 70448, at 9:00 a.m. Ax xxx Xxxxxxx, xxx Xxxxxxx xxxx xxxxxxx x xxxxxxxxx xx bank cashier's check or evidence of a wire transfer to SCF's designated account, in the amount of the purchase price for the shares of Common Stock sold by such Holder, against delivery of the certificate evidencing such shares duly endorsed or accompanied by a stock power duly endorsed in blank. (iv) Whenever as a result of a Special Demand the Company determines to consider its election under Section 2.2(a)(ii)(2) and, accordingly, a determination of the Fair Market Value of the Common Stock must be made and such determination shall be made in good faith by the Board of Directors of the Company within 15 Business Days following the Special Demand. The Company shall notify SCF of such determination no later than two Business Days following the date of such determination. If SCF disagrees with the Fair Market Value as so determined by the Board of Directors, SCF shall so notify the Company within three Business Days after receipt of notice from the Board of Directors of its determination and SCF shall include in such notice (a "Dissenting Notice"), SCF's estimate of the Fair Market Value. In the event SCF and the Company are unable to reach an agreement regarding the Fair Market Value within two Business Days after receipt by the Company of the Dissenting Notice, then the Fair Market Value shall be determined by an independent third party, knowledgeable and experienced in the valuation of private businesses, and who is mutually acceptable to the Company and SCF (the "Appraiser"). In the event the Company and SCF are unable to agree upon an Appraiser within two Business Days after receipt by the Company of the Dissenting Notice, each party shall select an investment banking firm and the two investment banking firms so selected shall, within three Business Days, select a third investment banking firm to be the Appraiser. The Appraiser shall make a determination of Fair Market Value within 15 Business Days of his appointment and shall notify the Company and SCF of such determination, which shall be binding on all parties if the Company elects to proceed under Section 2.2(a)(ii)(2). Costs associated with the determination of Fair Market Value shall be borne by the Company unless the Fair Market Value as determined by the Appraiser is closer to the value determined by the Board of Directors than the value estimated by SCF, in which event SCF shall pay such costs; provided, that if, following the appraisal the Company elects under Section 2(a)(ii) to register the shares pursuant to the Special Demand, the Company shall pay the costs of the Appraiser. (v) All requests made pursuant to this Section 2.2(a) will specify the aggregate number amount of Registrable Securities to be registered and will also specify the intended methods of disposition thereof thereof. (vi) For purposes of Section 2.2(a)(ii), a Repurchase Event Date shall occur if (i) the holders of warrants (the "Request NoticeWarrants") that were originally issued to Joint Energy Development Investment II Limited Partnership and Enron Capital & Trade Resources Corp. on June 5, 1998 give the Company for registration with the Commission notice that such holders are exercising any of their rights under and in accordance with the provisions Section 3 of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that Warrants to require the Company may, if to repurchase Warrants or (ii) the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time determines (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand RequestBoard Determination") to redeem Warrants or to enter into a transaction with the holders of Warrants to substantially the same effect as a redemption or repurchase of Warrants; provided, however, that, if the holders of Warrants elect to withdraw their notice of election to require repurchase of Warrants or the Board of Directors elects to rescind the Board Determination, SCF's right to a Special Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given prior to the Company by such holders within 10 business days after fourth anniversary of the giving of such written notice by the Company to such other Demand Holdersdate hereof shall simultaneously terminate. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all promptly give SCF notice of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable SecuritiesRepurchase Event Date.

Right to Demand. At any time and from time to time after a Triggering Eventthe Effectiveness Date, subject to Section 2.02(b), any of the Demand Holders may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a written request, request pursuant to this Section 2.02(a) (which request will specify the aggregate number of Registrable Securities Shares to be registered and will also specify specify, if then known, the intended methods of disposition thereof with respect to such registration (the "a “Request Notice"”)) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities Shares then owned by the applicable Demand Holders (a "“Demand Registration"”); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") Request Notice to effect a Demand Registration the Company will shall within 10 business days ten (10) Business Days after the receipt of such noticethe Request Notice, notify each other Demand Holder and each Contributing Investor of such request and each such other Demand Holder and Contributing Investor shall have the option to include its Registrable Securities Shares in such Demand Registration pursuant to this Section 5.022.02(a). Subject to Section 5.02(f)2.04, the Company will use commercially reasonable efforts to register all other Registrable Securities which Shares that the Company has been requested to register by such other Demand Holders and each Contributing Investor (each each, an "“Incidental Demand Holder"”) pursuant to this Section 5.02 2.02 by written request given to the Company by such holders Incidental Demand Holders within 10 business days ten (10) Business Days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a keep effective any registration statement pursuant to a in connection with any Demand Regis- tration effective Registration for more than (x) ninety one hundred twenty (90120) days or (y) such shorter period when all of the Registrable Securities Shares covered by such registration statement have been sold pursuant thereto such registration statement (the "“Effectiveness Period"”). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one (1) Demand Registration in any 90-day ninety (90)-day period following an Effectiveness Period (or such longer period not to exceed 180 one hundred eighty (180) days as requested by an underwriter pursuant to Section 5.072.09). Upon receipt of any such request for a Demand RegistrationRequest Notice, the Company will deliver any notices required to be delivered by it pursuant to Section 5.01 2.01 and 5.02 this Section 2.02(a) and thereupon the Company willshall then, subject to Section 5.01(c2.02(d) and 5.02(f) hereof Section 2.04, use its best commercially reasonable efforts to effect the prompt registration under the 1933 Act of: of (i) the Registrable Securities Shares which the Company has been so requested in writing to register by Demand Holders as contained in the Request Notice, and Notice and (ii) all other Registrable Securities Shares which the Company has been requested in writing to register by the Piggyback Holders and Incidental Demand HoldersHolders and Common Shares held by others, all to the extent required to permit the disposition of the Registrable Securities Shares so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable SecuritiesShares.

Right to Demand. At any time after a Triggering EventCommencing on the date of this Agreement, the Demand Requisite Holders may (subject in shall have the case of Sponsor to Section 6.01)right, individually or collectively, make a exercisable by written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") notice to the Company for to request that the Company effect the registration with under the Commission under and in accordance with the provisions of the 1933 Securities Act of all or part of the Registrable Securities then owned held by Demand the Requisite Holders (a "Demand RegistrationDEMAND REGISTRATION"); provided that . Whenever the Company mayshall, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject 2(a), be requested by the Requisite Holders to Section 5.02(f)effect the registration of any Registrable Securities under the Securities Act, the Company will register shall promptly give written notice of such proposed registration to each other Holder of Registrable Securities, stating that such Holders have the right to request that any or all other of the Registrable Securities owned by them be included in such registration. The Company shall include in such registration all Registrable Securities with respect to which the Company receives written requests pursuant to the preceding sentence from the Holders thereof for inclusion therein; and thereupon the Company will use all commercially reasonable efforts to effect all such registrations under the Securities Act (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualifications and approvals under the laws and regulations of any governmental agencies and authorities applicable to the Company, including the relevant blue sky or other state securities laws) of the Registrable Securities that the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") as specified in the demand given pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain 2(a)(i) (including, without limitation, an offering on a registration statement delayed or continuous basis pursuant to a Demand Regis- tration effective for more than Rule 415 (xor any successor rule to similar effect) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request NoticeAct), and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered so registered. The Holders of Registrable Securities shall be entitled to require the Company to register Registrable Securities pursuant to the provisions of Section 2(a) hereof not more than one time; PROVIDED, HOWEVER, that if, pursuant to Section 2(a)(iii), less than fifty percent (50%) of the number of Registrable Securities requested by the Holders of Registrable Securities to be included in accordance with a Demand Registration are in fact included then the intended method or methods Holders of disposition Registrable Securities shall be entitled to a second Demand Registration pursuant to the provisions of each seller of such Registrable SecuritiesSection 2(a) hereof.

Right to Demand. At any time after a Triggering Event180 days after an Initial Public Offering, the Demand Holders may (subject in the case of Sponsor to Section 6.01)may, individually or collectively, make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "“Request Notice"”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "“Demand Registration"”); provided provided, that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated material acquisition or disposition or public offering or other material event involving the Company or any of its Subsidiaries (a “Valid Business Reason”) it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "“Delay Notice"”), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five twenty (135120) days; provided, further, that the Company shall not postpone or delay a Demand Registration under this Section 4.02 more than twice in any eighteen-month period. Upon Within ten (10) Business Days after receipt by the Company of a request (a "“Demand Request"”) to effect a Demand Registration Registration, the Company will within 10 business days after the receipt of such notice, shall notify each other Demand Holder of such request and such other Demand Holder Holder(s) shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.024.02. Subject to Section 5.02(f4.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders Holder(s) (each each, an "“Incidental Demand Holder"”) pursuant to this Section 5.02 4.02 by written request given to the Company by such holders within 10 business days Business Days after the giving of such written notice by the Company to such other Demand HoldersHolder(s). The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration Registration effective for more than (x) ninety one hundred twenty (90120) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "“Effectiveness Period"”). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period following an Effectiveness Period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.074.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 4.01 and 5.02 4.02 and thereupon the Company will, subject to Section 5.01(c4.01(c) and 5.02(f4.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities.

Right to Demand. At any time after a Triggering Eventbetween the six (6) month anniversary of the date hereof and the later of the date upon which (i) all of the Warrant Shares, Dividend Shares and Redemption Shares are sold or may be sold without any limitation during any three (3) month period under Rule 144 promulgated under the Securities Act, the Demand Holders Purchasers may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a demand by providing written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") notice to the Company for registration with (the “Demand Notice”) that the Company register the resale of all or a portion of their Warrant Shares, Dividend Shares and/or Redemption Shares under the Securities Act (a “Demand Registration”) on a Form S-3 (or similar form then in effect) promulgated by the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration"Act); provided that the Company may, if Purchasers may not make more than four (4) separate Demands Registrations under this Section 4.15(a) and provided further that a demand to register shares shall not count as one of the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such four Demand Registration at Registrations until such time (but in no event after such as a registration statement has become effective), on Form S-3 (or similar form then in effect) is declared effective by the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period Commission with respect to an offering and sale of the Warrant Shares, Dividend Shares and Redemption Shares requested to be included by the Purchasers and at least 85% of such Warrant Shares, Dividend Shares and Redemption Shares requested by the Purchasers to be included therein are so included in the effective registration statement. The Company will use its reasonable best efforts to qualify for the use of a Form S-3 (or similar form then in effect) for the resale of the Warrant Shares, Dividend Shares and/or Redemption Shares. A Demand Registration not may be underwritten at the request of the of the Purchasers, in which case the Purchasers holding a majority of the Warrant Shares, Dividend Shares and/or Redemption Shares to exceed one hundred thirty five (135be registered shall select the underwriter(s) daysthat will administer the offering, as long as such underwriter(s) are reasonably satisfactory to the Company. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities Except as provided in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f4.15(a), the Company will register include in such Demand Registration all other Registrable Securities Warrant Shares, Dividend Shares and/or Redemption Shares for which the Company has been Purchasers requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holdersregistration. The Company shall not be obligated to maintain may delay the filing of a the registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand RegistrationRegistration once for a period of not more than 90 days, if its board of directors reasonably believes that such registration would be detrimental to the best interests of the Company will deliver any notices required based on market, economic or similar circumstances. The Company may, at its discretion, include in a Demand Registration shares of Common Stock to be sold by Section 5.01 and 5.02 and thereupon holders other than the Company willPurchasers, subject to the terms of this Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities4.15.

Right to Demand. At any time after a Triggering Event, the Demand Holders may (subject in the case of Sponsor to Section 6.01)may, individually or collectively, (x) make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "“Request Notice"”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "“Secondary Demand Registration"”) or (y) make a written request, requesting that the Company register shares of Common Stock on a primary basis and consummate an Initial Public Offering (the “IPO Primary Demand” and together with the Secondary Demand Registration, a “Demand Registration”); provided that the Company may, if the its Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable in- advisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective)time, the Company may, upon providing the Demand Holders written notice (the "“Delay Notice"”), defer defer, postpone or suspend such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty thirty-five (135) days. Upon receipt by the Company of a request (a "“Demand Request"”) to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder Holder(s) shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f5.02(g), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders which still have the right to make a Request Notice pursuant to Section 5.02 hereof (each an "“Incidental Demand Holder"”) pursuant to this Section 5.02 by written request given to the Company by such holders within 10 eight (8) business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration Registration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "“Effectiveness Period"”). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90180-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07period. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of:; (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities.

Right to Demand. At any time after a Triggering Eventthe date hereof, one or more Holders of the Demand Holders may (subject in Notes shall have the case of Sponsor right to Section 6.01), individually or collectively, make a written request (such request, which request will specify if in compliance with the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the requirements hereof, a "Request NoticeDEMAND NOTICE") to the Company for registration with the Commission Issuer to register all or part of such Holders' Registrable Notes under and in accordance with the provisions of the 1933 Act of all or part Securities Act, which request must specify (i) the aggregate principal amount at maturity of the Registrable Securities then owned by Notes to be registered, and (ii) the intended method of disposition thereof. Within 15 days after receipt of a Demand Notice, the Issuer will send written notice of such Demand Notice to all Holders (a "Demand Registration"); provided that the Company may, if the Board of Directors so determines Registrable Notes who did not participate in the exercise Demand Notice, and the Issuer will include in such registration all Registrable Notes of its reasonablesuch other Holders with respect to which the Issuer has received written requests for inclusion therein within 10 Business Days after the receipt by the applicable Holder of the Issuer's written notice. As soon as reasonably practicable thereafter, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective)later than the Demand Filing Deadline, the Company may, upon providing Issuer will cause to be filed a Registration Statement covering such Registrable Notes that the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company Issuer has been so requested to register by Demand Holders as contained in providing for the Request Notice, and (ii) all other registration under the Securities Act of such Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities Notes so to be registered in accordance with the intended method of distribution specified in the Demand Notice (a "DEMAND REGISTRATION STATEMENT"). Such Registration Statement shall be on Form S-1 or methods of disposition of each seller any other appropriate form permitting registration of such Registrable SecuritiesNotes. The Issuer shall not permit any securities other than the Registrable Notes to be included in a Registration Statement without the consent of the Holders of a majority of the principal amount of the Notes to be registered in such Registration Statement. The Issuer shall use its reasonable best efforts to cause any such Registration Statement to be declared effective under the Securities Act as soon as practicable after the date on which such Registration Statement is filed (such date, the "FILING DATE"), but not later than the Effectiveness Date and to keep such Registration Statement continuously effective for 90 days from the actual date of its effectiveness (subject to extension pursuant to the last paragraph of Section 5) (the "TERMINATION DATE"), or such shorter period ending when all Registrable Notes covered by such Registration Statement have been sold in the manner set forth and as contemplated in such Registration Statement. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may (i) delay the filing of any Registration Statement or extend the Offering Memorandum Deadline or (ii) delay or suspend (a) the effectiveness of a Registration Statement or (b) the use of any Offering Memorandum, in either case of clause (i) or clause (ii) for a reasonable period of time, but not in excess of an aggregate of 90 days in any consecutive twelve month period, if the Board of Managers of the Issuer determine in good faith that the filing of any such Registration Statement (or effectiveness or the continuing effectiveness thereof) or the circulation of an Offering Memorandum (or any other use thereof) would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Managers of the Issuer, would be detrimental to the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Right to Demand. At Subject to the following sentence, if, at ---------------- any time on or after a Triggering EventDecember 31, 1999, any one or more of the Demand LDC Holders may holding Registrable Securities representing ten percent (subject 10%) or more in the case aggregate of Sponsor to Section 6.01), individually the then outstanding Common Stock (assuming conversion or collectively, make exercise of all Common Stock Equivalents held by the LDC Holders into Registrable Securities at the then conversion price or exercise price) submits a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the a "Request Notice") to the Company for registration with the Commission -------------- under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand such LDC Holder or LDC Holders (an "LDC --- Demand Registration"), the Company shall thereupon, as expeditiously as ------------------- possible, use its best efforts to file a registration statement with the Commission and have the registration statement declared effective by the Commission; provided, however, that the number of Registrable Securities as to -------- ------- which such request is made shall represent not less than five percent (5%) of the then outstanding Common Stock and Common Stock Equivalents. Notwithstanding the foregoing, the LDC Holders shall have the right, even though they hold Registrable Securities representing less than ten percent (10%) in the aggregate of the then outstanding Common Stock, to initiate an LDC Demand Registration by submitting a Request Notice to the Company at any time on or after December 31, 1999 if all of the following conditions are met: (i) the LDC Holders have not previously submitted a Request Notice to the Company that resulted in an effective LDC Demand Registration under the terms of this Agreement, (ii) the Registrable Securities held by the LDC Holders represent less than ten percent (10%) in the aggregate of the then outstanding Common Stock as a result of additional issuances of Common Stock by the Company after the date of this Agreement, (iii) the LDC Holders are not then eligible to sell the Registrable Securities held by them pursuant to the provisions of paragraph (k) of Rule 144 under the 1933 Act (or any successor provision) and (iv) such Request Notice relates to the proposed sale by the LDC Holders of either (x) Registrable Securities representing not less than five percent (5%) of the then outstanding Common Stock and Common Stock Equivalents or (y) all of the Registrable Securities then held by the LDC Holders. The LDC Holders acknowledge that, within 10 days after receipt of such Request Notice, the Company will serve written notice (the "Institutional Investor Notice") of such ----------------------------- registration request to all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement, and, subject to the pro rata allocations set --- ---- forth in Section 2.2.4, the Company will include in such LDC Demand Registration all such shares of Common Stock held by Institutional Investors with respect to which the Company has received a written request for inclusion therein within 20 days after the giving of the Institutional Investor Notice. The Institutional Investors have rights to demand registrations under the Institutional Investor Registration Rights Agreement substantially comparable to those of the LDC Holders under this Agreement. The Company agrees that, at any time on or after December 31, 1999, it shall, within 10 days after receipt of a demand registration request notice from any one or more of the Institutional Investors pursuant to the Institutional Investor Registration Rights Agreement (an "Institutional Investor Demand Registration", with the ------------------------------------------ terms "Institutional Investor Demand Registration" and "LDC Demand Registration" being collectively referred to herein as a "Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders serve written ------------------- notice (the "Delay LDC Notice")) of such registration request to all LDC Holders ---------- holding Registrable Securities and, defer subject to the pro rata allocations set --- ---- forth in Section 2.2.4, the Company shall include in such Institutional Investor Demand Registration for a single period all Registrable Securities held by LDC Holders with respect to such which the Company has received a written request for inclusion therein within 20 days after the giving of the LDC Notice. The Company represents that the Institutional Investors have agreed to the LDC Holders' right to participate in Institutional Investor Demand Registration Registrations on the terms and conditions set forth in this Section 2.2. All LDC Holders requesting registration of their Registrable Securities pursuant to this Section 2.2.1 shall specify the aggregate number of Registrable Securities proposed to be registered and the intended methods of disposition thereof. The LDC Holders shall collectively be entitled to request or participate in an Institutional Investor request for four Demand Registrations (the last of which shall be a shelf registration pursuant to Rule 415 under the 1933 Act to be effective for not less than 180 days (the "Shelf ----- Registration")) pursuant to exceed one hundred thirty five (135) days. Upon receipt which a ------------ registration statement covering Registrable Securities shall 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 LDC Demand Registration may be requested by any LDC Holder in any 12-month period; provided, however, that if, following the effective date of a request (a "Demand Request") any registration -------- ------- statement filed pursuant to effect a Demand Registration the Company will within 10 business days after the receipt of such noticeRegistration, notify each other Demand any LDC Holder of such request and such other Demand Holder shall have the option to include its whose Registrable Securities are to be included in such Demand Registration pursuant to this Section 5.022.2.1 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 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 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 four Demand Registrations permitted hereunder unless shares of Common Stock representing five percent (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. Subject If at the time of any Request Notice (i) the Company is engaged in a registered public offering as to Section 5.02(f)which the LDC Holders had the right to include their Registrable Securities, either as a Piggyback Registration or pursuant to the LDC Holders' participation rights in respect of an Institutional Investor Demand Registration, or which was made on Form S-4 or any successor form, (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 will register all other Registrable Securities may at its option direct that such request be delayed for a period of not more than 90 days, which the Company has been requested right to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice delay may be exercised by the Company to such other only one time in respect of each LDC Demand HoldersRegistration. The Company shall not be obligated have the same rights to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one piggyback on an LDC Demand Registration as an LDC Holder would have in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to a Piggyback Registration permitted under Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities2.1.

Right to Demand. At any time and from time to time after a Triggering Eventone hundred eighty (180) days following the consummation of an IPO, the Demand Holders Holders, may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a written requestrequest (a “Request Notice”), which request Request Notice will specify the aggregate number of Registrable Securities Shares to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") thereof, to the Company for registration with the Commission SEC under and in accordance with the provisions of the 1933 Act of the offer and sale of all or part of the Registrable Securities then owned Shares held by such Demand Holders Holder (a "“Demand Registration"”); provided that . A registration pursuant to this Section 6.2 will be on such appropriate form of the SEC as shall be selected by the Demand Holder and be reasonably acceptable to the Company mayand as shall permit the intended method or methods of distribution specified by the Demand Holder, if the Board of Directors so determines in the exercise of its reasonableincluding a distribution to, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective)and resale by, the Company may, upon providing partners or Affiliates of the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) daysHolder. Upon receipt by the Company of a request (a "Demand Request") Request Notice to effect a Demand Registration Registration, the Company will shall, within 10 business days five (5) Business Days after the receipt of such noticethe Request Notice, notify each other Demand Holder of such request and such other Demand Holder Holder(s) shall have the option to include its (or their respective) Registrable Securities Shares in such Demand Registration pursuant and subject to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders6.2. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration Registration effective for more than (xi) ninety one hundred and eighty (90180) days (other than in the case of a Shelf Registration) or (yii) such shorter period (or, in the case of a Shelf Registration, such period) when all of the Registrable Securities Shares covered by such registration statement have been sold pursuant thereto (the "“Effectiveness Period"”). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one (1) Demand Registration in any 90-day ninety (90)-day period following an Effectiveness Period or such longer period not to exceed 180 one hundred and eighty (180) days as requested by an underwriter pursuant to Section 5.076.10. Upon receipt of any such request for a Demand RegistrationRequest Notice, the Company will deliver any notices required by this Section 5.01 6.2 and 5.02 Section 6.3 and thereupon the Company will, subject to Section 5.01(c6.2(c) and 5.02(f) hereof Section 6.5, use its best commercially reasonable efforts to (A) effect the prompt registration under the 1933 Act of: (i) of the Registrable Securities Shares which the Company has been so requested to register by the Demand Holders Holder(s) as contained in the Request Notice, and Notice and (iiB) include all other Registrable Securities Shares which the Company has been requested to register by the Piggyback Holders and Incidental Demand HoldersRegistrable Shares held by others, all to the extent required to permit the disposition of the Registrable Securities Shares so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable SecuritiesShares.

Right to Demand. At If the Company shall receive a written request from (I) CSC, (II) PBL, (III) the holders of not less than a majority of the then outstanding Registrable Securities held by Series A Preferred Stockholders other than CSC and PBL, (IV) Kids or any time after Kids Entity, (V) Wood with respect to not more than an aggregate of 1,000,000 shares of Class A Common Stock held by Wood and/or FrogPond, which such request must be made by Wood not later than one hundred and ninety five (195) days following the closing of the Company's initial public offering of the Company's Class A Common Stock (a Triggering Event"Wood Demand Registration Notice"), or (VI) the holders of not less than 33% of the then outstanding Registrable Securities held by Common Stockholders, that the Company register with the Commission, under and in accordance with the provisions of the Securities Act, all or part of their Registrable Securities (the Holders giving such written request, the "Demanding Holders", such request, a "Demand Holders may (subject Registration Notice" and such registration, a "Demand Registration"), the Company shall have, except in the case of Sponsor a Wood Demand Registration Notice, twenty-one (21) days to determine whether to file a registration statement for the offer and sale of securities for its own account. If during such twenty-one day period, the Company in good faith determines to undertake or is undertaking such an offering (a "Company Offering") and to file such a registration statement and provides written notice to the Demanding Holder of such decision, the Company shall have no obligation to register any Registrable Securities except pursuant to and in accordance with Section 4.2 until the completion of such Company Offering and the request made by the Holders shall not be counted as a Demand Registration for the purposes of Section 4.1(a)(iii); provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and, provided, further, that the Company shall not have the right to undertake a Company Offering upon receipt of a Wood Demand Registration Notice. If the Company determines not to undertake a Company Offering and not to file a registration statement for its own account or upon receipt of a Wood Demand Registration Notice, the Company will, no later than ten (10) days after the expiration of such twenty-one (21) day period (or, in the case of a Wood Demand Registration Notice, ten (10) days after the receipt of a Wood Demand Registration Notice), send written notice to each Holder (other than Wood) of such decision and its intention to comply with the Demand Registration Notice and, subject to Section 6.014.1(b) below, to include in such registration all Registrable Securities of the Holders (other than Wood) with respect to which the Company has received written requests for inclusion therein within twenty (20) days after the Company's giving of such notice. Once a Demand Registration Notice has been delivered by any of the Demanding Holders other than Wood, no other Demand Registration Notice may be delivered by any other Holder other than Wood or be effective until (i) if the Company has elected to undertake or is undertaking a Company Offering in compliance with the foregoing requirements, such Company Offering is completed or abandoned or (ii) if the Company has not so elected and is not so undertaking, the delivered Demand Registration Notice has been withdrawn or ninety (90) days after the effective date of the registration statement relating to such Demand Registration (or such shorter period as may be agreed to by the managing underwriter or underwriters). Once a Demand Registration Notice has been delivered by any of the Demanding Holders other than Wood, unless it has elected to undertake or is undertaking a Company Offering in compliance with the foregoing provisions, the Company will not effect any public sale or distribution of its equity securities or securities convertible into or exercisable or exchangeable for such equity securities under the Securities Act, after such Demand Registration Notice has been delivered until (i) such Demand Registration Notice has been withdrawn or (ii) ninety (90) days after the effective date of the registration statement relating to such Demand Registration (or such shorter period as may be agreed to by the managing underwriter or underwriters). If the Demand Registration involves a shelf registration statement pursuant to the penultimate paragraph of Section 4.1(a), individually or collectivelythen the Demanding Holder shall give to the Company and the other Holders (other than Wood) prior written notice of its intent to undertake an underwritten offering under such registration statement and only the delivery of such notice shall be deemed to be the delivery of a Demand Registration Notice for the purposes of the preceding two sentences of this paragraph and shall be deemed to be a Demand Registration Notice for purposes of the portions of this paragraph preceding such two sentences. Any registration that involves a shelf registration statement and any offerings under such shelf registration statement shall be one and the same Demand Registration for the purposes of clause (iii) below. A Demand Registration may be either a Long-form Registration or, make if the Company is then eligible to use Form S-3, a written request, which request Short-form Registration. All Demand Registrations shall be Short-form Registrations whenever the Company is eligible to use any applicable short-form for registrations. All requests made pursuant to this Section 4.1(a) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration")thereof; provided provided, however, that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 4.1(a): (i) unless the requesting Holders indicate a good faith intention to register Registrable Securities of the Company having a reasonably anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $5.0 million; (ii) prior to the date which is six (6) months following the effective date of the first public offering of the Company's Class A Common Stock under the Securities Act; (iii) after the Company has effected (A) in the case of CSC, two (2) (or, if CSC has exercised its option to purchase all 1,200,000 shares pursuant to Section 1.1(c) of the Series A Purchase Agreement (the "CSC Option"), three (3)) Demand Registrations requested by CSC, (B) in the case of PBL, one (1) Demand Registration requested by PBL, (C) in the case of Series A Preferred Stockholders other than CSC and PBL, one (1) Demand Registration requested by Holders of not less than a majority of the then outstanding Registrable Securities held by such Holders, (D) in the case of Kids or any Kids Entity, one (1) Demand Registration requested by Kids or any Kids Entity (E) in the case of Wood, one (1) Demand Registration requested by Wood with respect to not more than an aggregate of 1,000,000 shares of Class A Common Stock held by Wood and/or FrogPond which such request must be made by Wood not later than one hundred and ninety five (195) days following the closing of the Company's initial public offering of the Company's Class A Common Stock (the "Wood Demand"), it being understood that the Company's obligations to Wood under this Section 4.1(a) shall terminate if Wood does not make a Wood Demand within one hundred and ninety five (195) days following the closing of the Company's initial public offering of the Company's Class A Common Stock, or (F) in the case of holders of Common Stock, one (1) Demand Registration requested by not less than 33% of the then outstanding Registrable Securities held by such Holders, in any 90-day period each case pursuant to this Section 4.1(a); provided, however, that, except in the case of a Wood Demand, in the event that less than all of the Registrable Securities requested to be included in such Demand Registration by the Holders exercising their demand registration rights hereunder are so included pursuant to Section 4.1(b) hereof, the Company shall be required to effect such additional Demand Registrations as may be necessary to register the Registrable Securities that are not included in such registration pursuant to Section 4.1(b); or (iv) if the Company shall furnish to the Demanding Holders a certificate, signed by the President of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a Registration Statement to be filed at such longer time. In such event, the Company's obligation to use all reasonable efforts to register, qualify or comply under this Section 4.1(a) shall be deferred for a single period not to exceed 180 ninety (90) days as requested from the date of receipt of the Demand Registration Notice by an underwriter the Demanding Holders. If the CSC Option is exercised, CSC may request in its Demand Registration Notice that one of the Demand Registrations provided to CSC pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c4.1(a)(iii) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained be in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to form of a shelf registration statement that will permit the disposition of CSC's Registrable Securities in accordance with CSC's intended method of distribution (which may include a delayed or continuous offering pursuant to Rule 415 under the Securities Act). A registration requested pursuant to this Section 4.1(a) shall not be deemed to have been effected for purposes of clause (iii) above, (1) unless a registration statement with respect thereto has become effective (unless the Demand Registration has been withdrawn by the Demanding Holders and such Demanding Holders either have paid expenses under Section 4.1(c) or were not required to pay expenses under clause (i) of such Section), (2) if the registration statement does not remain effective for a period of at least ninety (90) days (or, in the case of a shelf registration statement, nine months) (as applicable, the "Effective Period") and, except in the case of a Wood Demand, all of the shares included in such registration have not been sold prior to the expiration of the Effective Period, (3) if, after it has become effective, but before all of the shares included in such registration have been sold prior to the expiration of the Effective Period, such registration is subject to any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court that permanently prevents the sale of the Registrable Securities so that were to be have been registered in accordance with for any reason not attributable to the intended method actions or methods omissions of disposition of each seller the holders of such Registrable SecuritiesSecurities or (4) if the conditions to closing specified in the a purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied and no such closing occurs, other than by reason of some act or omission by the holders of the Registrable Securities that were to have been registered.

Right to Demand. At Subject to Section 5.02(b) below, at any time after or from time to time following an Initial Public Offering, each of Ares and CPPIB (each, a Triggering Event, the “Demand Holders may (subject in the case of Sponsor to Section 6.01Holder”), individually or collectively, may make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "“Request Notice"”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by the Demand Holders Holder (a "“Demand Registration"”); provided that (i) the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated material acquisition or disposition or public offering or other material event involving the Company or any of its subsidiaries it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders Holder written notice (the "“Delay Notice"”), defer such Demand Registration for a single period set forth in such Delay Notice with respect to such Demand Registration not to exceed one hundred thirty five (135) 90 days. Upon receipt by ; and the Company of a request (a "Demand Request") to effect shall not postpone or delay a Demand Registration under this Section 5.02 more than once in any 12-month period, and (ii) if the Company will within 10 business days after Registrable Securities to be registered constitute less than all of the receipt of Registrable Securities beneficially owned by the Demand Holder, such notice, notify each other Demand Holder of such request and such other Demand Holder Registrable Securities shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02an anticipated aggregate offering price of at least $5,000,000. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") A registration pursuant to this Section 5.02 will be on such appropriate form of the Commission as shall be selected by written request given the Demand Holder and be reasonably acceptable to the Company by such holders within 10 business days after and as shall permit the giving intended method or methods of such written notice distribution specified by the Company to such other Demand HoldersHolder, including a distribution to, and resale by, the partners of any Demand Holder. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration Registration effective for more than (x) ninety (90) 360 days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "“Effectiveness Period"”). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period following an Effectiveness Period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.075.06. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof hereof, use its reasonable best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by the Demand Holders Holder as contained in the Request Notice, Notice and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities.

Right to Demand. At any time after a Triggering Event, the Demand Holders may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company 32 -29- will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration Registration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities.

Right to Demand. (i) At any time after when the LLC is permitted by the Stockholders' Agreement, any of (A) the Vestar Member or (B) no earlier than twelve months following the consummation of a Triggering EventPublic Offering, the Demand Holders may any Xxxx Member or its Permitted Transferees (subject in the each case of Sponsor to Section 6.01), individually or collectively, make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "Request NoticeDemanding Member") may request ---------------- the LLC to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (exercise a "Demand Registration"); provided that Common Stock Request" under the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request Stockholders' Agreement (a "Demand Request"), provided that in the case of a Xxxx Member, -------------- -------- either (x) such Demanding Member shall have proposed to effect a register together with all other Shares proposed to be registered at such time by any other Demanding Member at least 10% of the outstanding Shares, or (y) such Demanding Member shall have proposed to register, together with all of the Shares proposed to be registered at such time by any other Demanding Member, shares having an aggregate Fair Market Value of at least $50 million. (ii) Within 10 days after receipt of any Demand Request, the Managing Member shall give written notice of the Demand Request to the other Members (collectively, the "Non-Demanding Members") and shall, --------------------- subject to the provisions of the last paragraph of this Section 9.3(a), use all reasonable efforts to exercise the Demand Registration Right with respect to the Company will Allocated Shares specified in the Demand Request and, subject to Section 9.3(b), to cause the Parent to include in the registration all the additional Shares with respect to which the LLC has received written requests for inclusion therein within 10 business 60 days after the receipt of the Demand Request by the Non-Demanding Members. (iii) The LLC shall cause the Parent to effect not more than four Demand Registrations on behalf of the Vestar Member and two Demand Registrations in the aggregate on behalf of the Xxxx Members or their Permitted Transferees pursuant to paragraph (i) of this Section 9.3(a), provided that if for any reason the number of Demand Registrations -------- available to the LLC under the Stockholders' Agreement is not reduced as a result of any Demand Request, such noticeDemand Request shall not reduce the number of Demand Requests that such Demanding Member may request under this Section 9.3(a), notify each provided, further, that in the event that any of the Xxxx -------- ------- Employees is terminated without "Cause" by the Company or the Parent or resigns for "Good Reason" from the Company and the Parent, as such terms are defined in their current respective employment contracts with the Company, then such Xxxx Employee, together with all other Demand Holder of such request and such other Demand Holder terminated or resigning Xxxx Employees, shall have the option right, beginning six months following the consummation of a Public Offering, to include its Registrable Securities four additional Demand Registrations (the "Additional Demand Registrations"), which may be used no ------------------------------- more often than once in any 12-month period following such termination or resignation, and in which 25% of the Allocated Shares allocated to all such terminated or resigning Xxxx Employees (or allocated to a trust of which such Xxxx Employee is a beneficiary) on the date of their respective terminations or resignations, in the aggregate, shall have first priority alone (without sharing such priority with the Vestar Member); provided, -------- further, that the Additional Demand Registrations shall not be subject to ------- the restrictions contained in Section 9.3(a)(i) hereof, provided, further, -------- ------- that if a registration statement filed pursuant to an Additional Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f)is not effective within 90 days (the "90 Day Period") of the ------------- receipt by the Parent of such Additional Demand Registration request, if the terminated or resigning Xxxx Employee so elects, the Company Parent (or, at the option of such Xxxx Employee, the Company, to the extent that the Parent is precluded due to regulatory or state law reasons) will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders purchase (each an a "Incidental Demand HolderPost Offering ------------- Purchase") pursuant to this Section 5.02 by written request given the Shares being registered which would have had first priority -------- alone at a purchase price equal to the Company by such holders within 10 business days after product of (x) the giving total number of such written notice by Shares being registered that would have had first priority alone and (y) a price per share equal to the Company to such other Fair Market Value as of the date of the Additional Demand Holders. The Company Registration Request, provided, further, that during -------- ------- any twelve month period, the Parent and the Company, in the aggregate, shall not be obligated to maintain purchase from all such terminated or resigning Xxxx Employees, in the aggregate, a number of shares greater than 25% of the aggregate number of shares allocated to all such terminated or resigning Xxxx Employees (or allocated to a trust of which such Xxxx Employee is a beneficiary) on the date of their respective terminations or resignations less all shares sold by the Xxxx Employees pursuant to Sections 9.9 and 9.13(a) and (b) during such 12-month period, provided, -------- further, that if a registration statement to be filed pursuant to a an ------- Additional Demand Regis- tration effective for more than (x) ninety (90) Registration is filed within 45 days or (y) such shorter period when all of the Registrable Securities covered Additional Demand Registration request, the 90 Day Period shall be extended by such registration statement have been sold pursuant thereto 45 days. (iv) The LLC confirms and agrees that a Demanding Member (the "Effectiveness PeriodJoining Member"). Notwithstanding the foregoing, the Company ) that joins in a Demand Registration initiated by another --------------- Demanding Member shall not by reason thereof be obligated deemed to effect more than one Demand Registration in have used any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of Demand Registrations provided herein for such Registrable SecuritiesJoining Member.

Right to Demand. At If, at any time after a Triggering Eventtime, any one or more of the Demand LDC Holders may holding Registrable Securities representing five percent (subject 5%) or more in the case aggregate of Sponsor to Section 6.01), individually the then outstanding Common Stock (assuming conversion or collectively, make exercise of all Common Stock Equivalents held by the LDC Holders into Registrable Securities at the then conversion price or exercise price) submits a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "a “Request Notice"”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand such LDC Holder or LDC Holders (a "an “LDC Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective”), the Company mayshall thereupon, upon providing 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; provided, however, that the number of Registrable Securities as to which such request is made shall represent not less than five percent (5%) of the then outstanding Common Stock and Common Stock Equivalents. The LDC Holders acknowledge that, within ten (10) days after receipt of such Request Notice, the Company will serve written notice of such registration request to (A) 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”), (B) 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”) and (C) all other LDC Holders who hold Registrable Securities (the “LDC Demand Notice”), and, subject to the pro rata allocations set forth in Section 2.2.4, the Company will include in such LDC Demand Registration all such shares of Common Stock held by Institutional Investors, LDC Holders and Preferred Stock Investor Holders with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the giving of the Institutional Investor Notice, the Preferred Stock Investor Notice and the LDC Demand Notice. Any LDC Demand Registration representing five percent (5%) or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the LDC Holders into Registrable Securities at the then conversion price or exercise price) shall, at the Company’s option, be underwritten by one or more underwriters and shall be subject to Section 2.2.2, if such LDC Demand Registration has not been previously designated an underwritten offering; provided however, that any LDC Demand Registration exclusively involving shares of Common Stock sold pursuant to block trades need not be underwritten. The Institutional Investors have rights to demand registrations under the Institutional Investor Registration Rights Agreement similar to those of the LDC Holders under this Agreement and the Preferred Stock Investor Holders have rights to demand registrations under the Preferred Stock Investor Registration Rights Agreement similar to those of the LDC Holders under this Agreement. The Company agrees that, at any time, it shall, within ten (10) days after receipt of a demand registration request notice from any one or more of the Institutional Investors pursuant to the Institutional Investor Registration Rights Agreement (an “Institutional Investor Demand Registration”) or any one or more of the Preferred Stock Investor Holders pursuant to the Preferred Stock Investor Registration Rights Agreement (a “Preferred Stock Investor Demand Registration”, with the terms “Institutional Investor Demand Registration”, “Preferred Stock Investor Demand Registration” and “LDC Demand Registration” being collectively referred to herein as a “Demand Registration”), serve written notice (the "Delay “LDC Notice")”) of such registration request to all LDC Holders holding Registrable Securities and, defer subject to the pro rata allocations set forth in Section 2.2.4, the Company shall include in such Institutional Investor Demand Registration for a single period or Preferred Stock Investor Demand Registration all Registrable Securities held by LDC Holders with respect to such which the Company has received a written request for inclusion therein within twenty (20) days after the giving of the LDC Notice. Any request by one or more LDC Holders for inclusion in a Preferred Stock Investor Demand Registration or an Institutional Investor Demand Registration shall be deemed to be one (1) of the four (4) Demand Registrations permitted hereunder if (i) such request is in respect of at least 1,000,000 shares of Common Stock and (ii) at least 75% of the shares requested for inclusion by the LDC Holders are so included. The Company represents that the Institutional Investors and the Preferred Stock Investor Holders have agreed to the LDC Holders’ right to participate in Institutional Investor Demand Registrations and Preferred Stock Investor Demand Registrations, respectively, on the terms and conditions set forth in this Section 2. All LDC Holders requesting registration of their Registrable Securities pursuant to this Section 2.2.1 shall specify the aggregate number of Registrable Securities proposed to be registered and the intended methods of disposition thereof. The LDC Holders shall collectively be entitled to request, or participate in an LDC Holder request, an Institutional Investor or a Preferred Stock Investor Holder request for, four (4) Demand Registrations (the last of which shall be a shelf registration pursuant to Rule 415 under the 1933 Act to be effective for not less than 180 days (the “Shelf Registration”)) pursuant to exceed one hundred thirty five (135) days. Upon receipt which a registration statement covering Registrable Securities shall 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; provided, however, that no more than one (1) LDC Demand Registration may be requested by any LDC Holder in any 12-month period; provided, further, that if, following the effective date of a request (a "Demand Request") any registration statement filed pursuant to effect a Demand Registration the Company will within 10 business days after the receipt of such noticeRegistration, notify each other Demand any LDC Holder of such request and such other Demand Holder shall have the option to include its whose Registrable Securities are to be included in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f)2.2.1 elects, the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by giving written request given notice to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more later than (x) ninety (90) days after such effective date, not to dispose of its Registrable Securities because of a material adverse change in the business, condition (financial or (y) such shorter period when all otherwise), assets or prospects of the Registrable Securities covered by Company and its subsidiaries, taken as a whole, or because of a material adverse 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 (1) of the four (4) Demand Registrations permitted hereunder unless shares of Common Stock representing five percent (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 ninety (90) days of the effective date of such registration statement have been sold pursuant thereto (and prior to the "Effectiveness Period")occurrence of such material adverse change or event. Notwithstanding If at the foregoing, the Company shall not be obligated to effect more than one Demand Registration in time of any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: Request Notice (i) the Registrable Securities Company is engaged in a registered public offering as to which the Company has been so requested LDC Holders had the right to register by include their Registrable Securities, whether as a Piggyback Registration, pursuant to the LDC Holders’ participation rights in respect of an Institutional Investor Demand Holders as contained Registration or pursuant to the LDC Holders’ participation rights in the Request Noticerespect of a Preferred Stock Investor Demand Registration, and or which was made on Form S-4 or any successor form, (ii) all other Registrable Securities which the Company has been requested to register 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 Piggyback Holders and Incidental Demand Holders, all to requested registration or (iii) the extent Board makes a good faith determination that the public disclosures required to permit be made in the disposition requested registration statement would have a material and adverse impact on the business, financial condition or prospects of the Registrable Securities so 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 registered exercised by the Company only one time in accordance with the intended method or methods of disposition respect of each seller of such Registrable SecuritiesLDC Demand Registration. The Company shall have the same rights to piggyback on an LDC Demand Registration as an LDC Holder would have in a Piggyback Registration permitted under Section 2.1.

Right to Demand. At If, at any time on or after a Triggering EventJune 30, 2004, or at any time in respect of shares of Common Stock issued upon conversion or redemption of the Demand Series B Preferred Stock or the Series A Preferred Stock, any one or more of the Preferred Stock Investor Holders may holding Registrable Securities representing five percent (subject 5%) or more in the case aggregate of Sponsor to Section 6.01), individually the then outstanding Common Stock (assuming conversion or collectively, make exercise of all Common Stock Equivalents held by the Preferred Stock Investor Holders into Registrable Securities at the then conversion price or exercise price) submits a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the a "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand such Preferred Stock Investor Holder or Preferred Stock Investor Holders (a "Preferred Stock Investor Demand Registration"), the 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; provided, however, that the number of Registrable Securities as to which such request is made shall represent not less than five percent (5%) of the then outstanding Common Stock and Common Stock Equivalents. The Preferred Stock Investor Holders acknowledge that, within ten (10) days after receipt of such Request Notice, the Company will serve written notice of such registration request to (a) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the "LDC Notice"), (b) 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 (c) all other Preferred Stock Investor Holders (the "Preferred Stock Investor Demand Notice"), and, subject to the pro rata allocations set forth in Section 2.2.4, the Company will include in such Preferred Stock Investor Demand Registration all such shares of Common Stock held by the LDC Holders, Institutional Investors and Preferred Stock Investor Holders with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the giving of the LDC Notice, the Institutional Investor Notice and the Preferred Stock Investor Demand Notice; provided, however, that in the event of a Preferred Stock Investor Demand Registration prior to June 30, 2004, Preferred Stock Investor Holders may only request for inclusion in such Preferred Stock Investor Demand Registration those shares of Common Stock issued upon conversion of the Series B Preferred Stock or the Series A Preferred Stock. Any Preferred Stock Investor Demand Registration representing five percent (5%) or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the Preferred Stock Investor Holders into Registrable Securities at the then conversion price or exercise price) shall, at the Company's option, be underwritten by one or more underwriters and shall be subject to Section 2.2.2 if such Preferred Stock Investor Holder Demand Registration has not previously been designated an underwritten offering; provided, however, that any Preferred Stock Investor Demand Registration exclusively involving shares of Common Stock sold pursuant to block trades need not be underwritten. The LDC Holders and the Institutional Investors have rights to demand registrations under the LDC Registration Rights Agreement and the Institutional Investor Registration Rights Agreement, respectively, similar to those of the Preferred Stock Investor Holders under this Agreement. The Company agrees that it shall, within ten (10) days after receipt of a demand registration request notice from (X) any one or more of the LDC Holders pursuant to the LDC Registration Rights Agreement (an "LDC Demand Registration") or (Y) any one or more of the Institutional Investors pursuant to the Institutional Investor Registration Rights Agreement (an "Institutional Investor Demand Registration") (with the terms "LDC Demand Registration", "Institutional Investor Demand Registration" and "Preferred Stock Investor Demand Registration" being collectively referred to herein as a "Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders serve written notice (the "Delay Preferred Stock Investor Notice")) of such registration request to all Preferred Stock Investor Holders holding Registrable Securities and, defer subject to the pro rata allocations set forth in Section 2.2.4, the Company shall include in such LDC Demand Registration for a single period or such Institutional Investor Demand Registration, as the case may be, all Registrable Securities held by Preferred Stock Investor Holders with respect to such which the Company has received a written request for inclusion therein within twenty (20) days after the giving of the Preferred Stock Investor Notice. Any request by one or more Preferred Stock Investor Holders for inclusion in an LDC Demand Registration or an Institutional Investor Demand Registration shall be deemed to be one (1) of the four (4) Demand Registrations permitted hereunder if (i) such request is in respect of at least 1,000,000 shares of Common Stock and (ii) at least 75% of the shares of Common Stock requested for inclusion by the Preferred Stock Investor Holders are so included. The Company represents that the LDC Holders and the Institutional Investors have agreed to the Preferred Stock Investor Holders' right to participate in LDC Demand Registrations and Institutional Investor Demand Registrations, respectively, on the terms and conditions set forth in this Section 2. All Preferred Stock Investor Holders requesting registration of their Registrable Securities pursuant to this Section 2.2.1 shall specify the aggregate number of Registrable Securities proposed to be registered and the intended methods of disposition thereof. The Preferred Stock Investor Holders shall collectively be entitled to request, or participate in a Preferred Stock Investor Holder request, an Institutional Investor request or an LDC Holder request for, four (4) Demand Registrations (the last of which shall be a shelf registration pursuant to Rule 415 under the 1933 Act to be effective for not less than 180 days (the "Shelf Registration")) pursuant to exceed one hundred thirty five (135) days. Upon receipt which a registration statement covering Registrable Securities shall 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 (1) Preferred Stock Investor Demand Registration may be requested by any Preferred Stock Investor Holder in any 12-month period; provided, however, that if, following the effective date of a request (a "Demand Request") any registration statement filed pursuant to effect a Demand Registration the Company will within 10 business days after the receipt of such noticeRegistration, notify each other Demand any Preferred Stock Investor Holder of such request and such other Demand Holder shall have the option to include its whose Registrable Securities are to be included in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f)2.2.1 elects, the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by giving written request given notice to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more later than (x) ninety (90) days after such effective date, not to dispose of its Registrable Securities because of a material adverse change in the business, condition (financial or (y) such shorter period when all otherwise), assets or prospects of the Registrable Securities covered by Company and its subsidiaries, taken as a whole, or because of a material adverse 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 (1) of the four (4) Demand Registrations permitted hereunder unless shares of Common Stock representing five percent (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 ninety (90) days of the effective date of such registration statement and prior to the occurrence of such material adverse change or event. If at the time of any Request Notice (I) the Company is engaged in a registered public offering as to which the Preferred Stock Investor Holders had the right to include their Registrable Securities, whether as a Piggyback Registration or pursuant to the Preferred Stock Investor Holders' participation rights in respect of an LDC Demand Registration or an Institutional Investor Demand Registration, or which was made on Form S-4 or any successor form, (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 been sold pursuant thereto (a material and adverse impact on the "Effectiveness Period"). Notwithstanding business, financial condition or prospects of the foregoingCompany, the Company shall may at its option direct that such request be delayed for a period of not be obligated to effect more than ninety (90) days, which right to delay may be exercised by the Company only one (1) time in respect of each Preferred Stock Investor Demand Registration. The Company shall have the same rights to piggyback on a Preferred Stock Investor Demand Registration as a Preferred Stock Investor Holder would have in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to a Piggyback Registration permitted under Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, 2.1 subject to the pro rata allocations set forth in Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of: (i) the Registrable Securities which the Company has been so requested to register by Demand Holders as contained in the Request Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities2.2.4.