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:

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 request (a "the Holder to realize the maximum possible value for their shares of Registrable Securities to be offered to the public under such Demand Request") Registration; provided further that the effective date of any registration statement relating to effect a any such Demand Registration the Company will within 10 business shall occur as soon as practicable, and no later than 75 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 RegistrationRegistration is made by the Holder or the Holders' Representative, as applicable, in the Company will deliver 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 registration 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, any notices required such written request for a Demand Registration may be made only 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:Holders' Representative.

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:

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:of the Registrable Shares which the Company has been so requested to register by Demand Holders as contained in the Request Notice and (ii) include all other Registrable Shares which the Company has been requested to register by the Piggyback Holders and Incidental Demand Holders and Common Shares held by others, all to the extent required to permit the disposition of the Registrable Shares so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Shares.

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:

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:thereof.

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:is continuing.

Right to Demand. At any time after a Triggering Eventon or before the Expiration Date, the Demand Holders holders of not less than a majority of the Registrable Securities then outstanding may make up to two written requests (subject provided in the each case of Sponsor such holders have not registered Registrable Securities pursuant to Section 6.01), individually 2 or collectively, make a written 3 above within 120 days prior to such 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 not less than $250,000 of the Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that . Within ten (10) days after receipt of such request, the Company mayshall give written notice of such requested registration to all other holders of Registrable Securities, if and, subject to the Board priority provisions set forth in Section 4(b) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within thirty (30) days after the Company gives such notice. Unless expressly agreed to by the Holder, no securities of Directors so determines the Company or of any other Person other than Registrable Securities shall be included in a Demand Registration except pursuant to the exercise of its reasonableany piggyback registration rights granted on or prior to the date hereof. Except as otherwise provided herein, 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 will not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect count as a Demand Registration until it has become effective and the Company will within 10 business days after holders of 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 included in such registration are legally permitted to sell all of their Registrable Securities that are requested to be so included unless the holders of Registrable Securities included in such Demand Registration pursuant fail to this Section 5.02. Subject take such actions as are required on their part to Section 5.02(f)cause the registration to become effective, the Company will register all other Registrable Securities in 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 case 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 count 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:.

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:

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:

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:of the Registrable Shares which the Company has been so requested to register by the Demand Holder(s) as contained in the Request Notice and (B) include all other Registrable Shares which the Company has been requested to register by the Piggyback Holders and Registrable Shares held by others, all to the extent required to permit the disposition of the Registrable Shares so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Shares.

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:2.2.4.

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:is continuing.

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 one Demand Registration in any 90-day period such registration, qualification or such longer period not to exceed 180 days as requested by an underwriter compliance pursuant to this 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:4.1(a):

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 more than one Demand Registration in any 90-day period such registration, qualification or such longer period not to exceed 180 days as requested by an underwriter compliance pursuant to this 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:4.1(a):

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 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 LDC Holders had the right to include their Registrable Securities, whether as a Piggyback Registration, pursuant to the LDC Holders’ participation rights in respect of an Institutional Investor Demand Registration or pursuant to the LDC Holders’ participation rights in respect of a Preferred Stock 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 time in respect of each LDC Demand Registration. The Company shall have the same rights to 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:2.1.

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:is continuing.

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:;

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:;

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 Company may postpone the 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) such a filing would adversely affect any proposed financing, acquisition, divestiture or other material transaction by the Company or (ii) 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 does elect to defer any such Demand Registration, the Holders requesting such Demand Registration may, at their election by written notice to the Company, (i) confirm their request to proceed with such Demand Registration upon the expiration of the 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 1933 Act of:Holders shall nevertheless be entitled to make subsequent requests for Demand Registration hereunder).

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 otherwise), assets or prospects of the Company and its subsidiaries, taken as a whole, or a material adverse event with respect to the Company and its subsidiaries, taken as a whole, not disclosed in the final prospectus for the Demand Registration, then such Demand Registration shall not count as one (1) of the 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 Request Notice (i) the Company is engaged in a registered public offering as to which the Institutional Investors had the right to include their Registrable Securities, whether as a Piggyback Registration, pursuant to the Institutional Investors’ participation rights in respect of a LDC Demand Registration or pursuant to the Institutional Investors’ participation rights in respect of a Preferred Stock 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 (yiii) such shorter period when all 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 Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding 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 time for each Demand Registration in any 90-day period or such longer period not for all Institutional Investors. The Company shall have the same rights to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for Piggyback Registration on a Demand Registration, the Company will deliver any notices required by Registration as an Institutional Investor would have in a Piggyback Registration permitted under 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:2.01 hereof.

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:thereof.

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 be registered for each of the Initiating Holders and the intended method(s) of disposition thereof, including whether or not such Demand Registration or portion thereof is to relate to an underwritten offering, the name of the managing underwriter(s), if any, and the terms of any such underwriting. Each and every Tag-Along Request shall be required to specify the amount of Registerable Securities to be registered in the Demand Registration and the intended method(s) of disposition thereof, including whether or not the Registerable Securities subject to such other Demand Holders. The Company shall not be obligated Tag-Along Request or portion thereof is to maintain a registration statement pursuant relate to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all an underwritten offering, the name of the Registrable Securities covered by such registration statement have been sold pursuant thereto (managing underwriter(s), if any, and 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 terms of 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:underwriting.

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 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 of Registrable Notes who did not participate in the Demand Notice, and the Issuer will include in such registration all Registrable Notes of such 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, but in no event later than the Demand Filing Deadline, the Issuer will cause to be filed a Registration Statement covering such Registrable Notes that the Issuer has been so requested to register providing for the registration under the Securities then owned by Act of such Registrable Notes so to be registered in accordance with the intended method of distribution specified in the Demand Holders Notice (a "Demand RegistrationDEMAND REGISTRATION STATEMENT"); provided that . Such Registration Statement shall be on Form S-1 or any other appropriate form permitting registration of such Registrable Notes. The Issuer shall not permit any securities other than the Company mayRegistrable 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 Directors so determines 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 exercise reasonable judgment of its reasonablethe Board of Managers of the Issuer, good faith judgment that due would be detrimental to the Issuer if so disclosed or would otherwise materially adversely affect a pending or contemplated acquisition or disposition or public offering financing, acquisition, disposition, merger 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:transaction.

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 Demand Registration in any 90-day period such registration, qualification or such longer period not to exceed 180 days as requested by an underwriter compliance pursuant to this 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:2(a):

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:

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:

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:

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 2(a)(i) (including, without limitation, an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) under the Securities Act), to the Company by such holders within 10 business days after extent required to permit 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 disposition of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period")to be so registered. Notwithstanding the foregoing, The Holders of Registrable Securities shall be entitled to require the Company shall to register Registrable Securities pursuant to the provisions of Section 2(a) hereof 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 time; PROVIDED, HOWEVER, that if, pursuant to Section 5.07. Upon any such request for 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 a Demand Registration, Registration are in fact included then the Company will deliver any notices required by Holders of Registrable Securities shall be entitled to a second Demand Registration pursuant to the provisions of Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c2(a) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of:hereof.

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:

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 underlying 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: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 more than one Demand Registration in any 90-day period such registration, qualification or such longer period not to exceed 180 days as requested by an underwriter compliance pursuant to this 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:2.1(a):

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 Company may postpone the 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) such a filing would adversely affect any proposed financing, acquisition, divestiture or other material transaction by the Company or (ii) 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 does elect to defer any such Demand Registration, the Holders requesting such Demand Registration may, at their election by written notice to the Company, (i) confirm their request to proceed with such Demand Registration upon the expiration of the 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 1933 Act of:Holders shall nevertheless be entitled to make subsequent requests for Demand Registration hereunder).

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 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 of Registrable Notes who did not participate in the Demand Notice, and the Issuer will include in such registration all Registrable Notes of such 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, but in no event later than the Demand Filing Deadline, the Issuer will cause to be filed a Registration Statement covering such Registrable Notes that the Issuer has been so requested to register providing for the registration under the Securities then owned by Act of such Registrable Notes so to be registered in accordance with the intended method of distribution specified in the Demand Holders Notice (a "Demand RegistrationDEMAND REGISTRATION STATEMENT"); provided that . Such Registration Statement shall be on Form S-1 or any other appropriate form permitting registration of such Registrable Notes. The Issuer shall not permit any securities other than the Company mayRegistrable 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 Directors so determines 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 exercise reasonable judgment of its reasonablethe Board of Managers of the Issuer, good faith judgment that due would be detrimental to the Issuer if so disclosed or would otherwise materially adversely affect a pending or contemplated acquisition or disposition or public offering financing, acquisition, disposition, merger 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:transaction.

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:thereof.

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 (and prior to the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period occurrence of such material adverse change 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:event.

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 Shares which the Company has been so requested in writing to register by Demand Holders as contained in the Request Notice and (ii) all other Registrable Shares which the Company has been requested in writing to register by the Piggyback Holders and Incidental Demand Holders and Common Shares held by others, all to the extent required to permit the disposition of the Registrable Shares so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Shares.

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: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"); 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:2.2.4.

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:4.15.

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: