Common use of Right to Request Registration Clause in Contracts

Right to Request Registration. Upon the written request of Holders owning 10% or more of the outstanding Registrable Securities then owned in the aggregate by such Holders (the "Requesting Holders') (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock), requesting that the Company effect the registration under the Securities Act of at least the Minimum Registration Amount, the Company shall use its best efforts to effect, as expeditiously as possible, following the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all Holders, the registration under the Securities Act of such number of shares of Registrable Securities owned by the Requesting Holders and requested by the Requesting Holders to be so registered (subject to Section 5(c) hereof), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, provided, however, that the Company shall not be required to (i) subject to Section 5(b) below, effect more than a total of three such registrations pursuant to this Agreement or (ii) file a registration statement relating to a registration request pursuant hereto within a period of six months after the effective date of any other registration statement of the Company requested hereunder (other than pursuant to Section 2) or pursuant to which the Requesting Holders shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor to similar effect) promulgated under the Securities Act if the Company is not, at the time, eligible to register shares of Common Stock on form S-3 (or a successor form). Notwithstanding the foregoing, if the Board of Directors of the Company determines in its good faith judgment, (x) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then contemplated public offering of the Company's securities, (y) that the disclosures that would be required to be made by the Company in connection with such registration would be materially harmful to the Company because of transactions then being considered by, or other events then concerning the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 5 for a reasonable period of time, but not in excess of 90 calendar days (or any longer period agreed to by the Holders), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement as soon as practicable.

Right to Request Registration. Upon At any time after the date hereof, upon the written request of Holders owning 10% or more any member of the outstanding Registrable Securities then owned in the aggregate by such Holders (the "Requesting Holders') (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock), Travelport Affiliated Group requesting that the Company OWW effect the registration under the Securities Act of at least all or part of the Minimum Registration AmountRegistrable Securities (a “Demand Registration”), the Company OWW shall use its best efforts to effect, as expeditiously as possible, following the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all Holders, the registration under the Securities Act of such number of shares of Registrable Securities owned by the Requesting Holders and requested by the Requesting Holders to be so registered (subject to Section 5(c) hereof), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, registered; provided, however, that the Company OWW shall not be required to (i) subject to Section 5(b) below, effect more than a total of three such registrations pursuant to this Agreement or (ii) file a registration statement relating pursuant to a registration request pursuant hereto this Section 5.2(a), (i) within a period of six months after the effective date of any other registration statement of the Company OWW requested hereunder (other than pursuant to under this Section 2) 5.2 or pursuant to which any member of the Requesting Holders Travelport Affiliated Group shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities 5.1 hereof, (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement ii) relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if the Company OWW is not, at the time, eligible to register shares of Common Stock on form Form S-3 (or a successor form). Notwithstanding , or (iii) with respect to any offering that is not reasonably expected to yield gross proceeds of at least $50 million; provided, that in the foregoing, if event that the Board of Directors members of the Company determines in its good faith judgmentTravelport Affiliated Group, (x) after consultation with a nationally recognized investment banking firmcollectively, that there will be an adverse effect on a then contemplated public offering do not own at the time of such request such amount of Registrable Securities of the Company's securities, (y) that the disclosures kind and type being so registered that would be required reasonably expected to be made by the Company in connection with such registration would be materially harmful to the Company because yield gross proceeds of transactions then being considered by, or other events then concerning the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements the Company is reasonably unable to comply withleast $50 million, then the Company may defer the filing restriction contained in clause (but not the preparationiii) of the registration statement which is required to effect any registration pursuant to this Section 5 5.2(a) shall be disregarded with respect to such registration. Promptly after receipt of any such request for a reasonable period Demand Registration, OWW shall give written notice of time, but not such request to all other holders of Common Stock having rights to have their shares included in excess of 90 calendar days (or any longer period agreed to by the Holders), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement as soon as practicableand shall, subject to the provisions of Section 5.2(c) hereof, include in such registration all such Registrable Securities with respect to which each member of the Travelport Affiliated Group or such other stockholder has requested to be so registered.

Right to Request Registration. Upon the written request of Holders Entitled to Registration Rights owning 106% or more of the outstanding Registrable Securities then owned in the aggregate by such Holders (the "Requesting Holders'") (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements Units have been converted into shares of Units and an thereafter outstanding Units have been redeemed or exchanged for Common Stock), requesting that the Company effect the registration under the Securities Act of at least the Minimum Registration Amount, the Company shall use its best efforts to effect, as expeditiously as possible, following the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all HoldersHolders Entitled to Registration Rights, the registration under the Securities Act of such number of shares of Registrable Securities owned by the Requesting Holders and requested by the Requesting Holders to be so registered (subject to Section 5(c) hereof), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, ; provided, however, that the Company shall not be required to (i) subject to Section 5(b) below, effect more than a total of three such registrations pursuant to this Agreement or (ii) file a registration statement relating to a registration request pursuant hereto within a period of six months after the effective date of any other registration statement of the Company requested hereunder (other than pursuant to Section 2) or pursuant to which the Requesting Holders shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities owned by Holders Entitled to Registration Rights (so long as such registration statement became and was effective for sufficient sufficient, time to permit the sales contemplated thereby); provided, provided further, that the Company shall not be required to file a registration statement relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if the Company is not, at the time, eligible to register shares of Common Stock on form S-3 (or a successor form). Notwithstanding the foregoing, if the Board of Directors of the Company determines in its good faith judgment, (x) after consultation with a nationally recognized investment banking firmfim, that there will be an adverse effect on a then contemplated public offering of the Company's securities, (y) that the disclosures that would be required to be made by the Company in connection with such registration would be materially harmful to the Company because of transactions then being considered by, or other events then concerning concerning, the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 5 for a reasonable period of time, but not in excess of 90 calendar days (or any longer period agreed to by the HoldersHolders Entitled to Registration Rights), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement as soon as practicable.

Right to Request Registration. Upon Subject to the conditions of this Section 3, if the Company shall receive at any time a written request of Holders owning 10% (a “Demand Registration”) from the Onex Holders, on the one hand, or more of the outstanding Registrable Securities then owned in Greystone Holders, on the aggregate by such Holders (the "Requesting Holders') (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock)other hand, requesting that the Company file a Registration Statement (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, a “Demand Registration Statement”) covering the registration of a number of Registrable Securities specified in such request; provided, however, that the amount specified in such request, net of applicable underwriting discounts, selling commissions and stock transfer taxes, shall have a value (based on current market price) of at least $30,000,000 or, if less than $30,000,000, an amount sufficient to permit, after taking into account the allocation provisions of Section 3(c), the sale of all of the Registrable Securities held by whichever of the Onex Holders or the Greystone Holders are requesting such Demand Registration (the “Secondary Offering Size”) (such Holders making the written request, the “Initiating Holders”), then the Company shall (x) within fifteen (15) days of the receipt thereof, give written notice of such request to all Holders, and, (y) subject to the limitations of Section 3(d), use its best efforts to, as soon as practicable, effect the registration under the Securities Act of at least the Minimum Registration AmountRegistrable Securities the Company has been so requested to register by the Initiating Holders, together with all or such portion of Registrable Securities of any Holder joining in such request as are specified in a written request received by the Company within fifteen (15) Business Days after the giving of the written notice from the Initiating Holders specified above and are within the limit specified in Section 3(c). In connection with each such Demand Registration, the Company shall use its best efforts cause there to effect, as expeditiously as possible, following the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all Holders, the registration under the Securities Act of such number of shares of Registrable Securities owned by the Requesting Holders and requested by the Requesting Holders to be so registered (subject to Section 5(c) hereof), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, provided, however, that the Company shall not be required to (i) subject to Section 5(b) below, effect more than a total of three such registrations pursuant to this Agreement or (ii) file a registration statement relating to a registration request pursuant hereto within a period of six months after the effective date of any other registration statement of the Company requested hereunder (other than pursuant to Section 2) or pursuant to which the Requesting Holders shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor to similar effect) promulgated under the Securities Act if the Company is not, at the time, eligible to register shares of Common Stock on form S-3 (or a successor form). Notwithstanding the foregoing, if the Board of Directors of the Company determines in its good faith judgment, (x) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then contemplated public offering of the Company's securities, (y) that the disclosures that would be required to be made by the Company in connection with such registration would be materially harmful to the Company because of transactions then being considered by, or other events then concerning the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 5 for a reasonable period of time, but not in excess of 90 calendar days (or any longer period agreed to by the Holders), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement as soon as practicableoccur Full Cooperation.

Right to Request Registration. Upon the written request of Holders owning 10% or more of the outstanding Registrable Securities then owned in the aggregate by such Holders (the "Requesting Holders') (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock), requesting At any time that the Company effect is eligible to use Form S-3 or any successor thereto, the registration Holder shall be entitled to request that the Company file a Registration Statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Common Stock pursuant to Rule 415 promulgated under the Securities Act of at least the Minimum Registration Amountor otherwise. Upon such request, the Company shall use its reasonable best efforts (i) to effect, as expeditiously as possible, following file a Registration Statement covering the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all Holders, the registration under the Securities Act of such number of shares of Registrable Securities owned by the Requesting Holders and requested by the Requesting Holders to be so registered (subject to Section 5(c) hereof), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, provided, however, that the Company shall not be required to (i) subject to Section 5(b) below, effect more than a total of three specified in such registrations pursuant to this Agreement or (ii) file a registration statement relating to a registration request pursuant hereto within a period of six months after the effective date of any other registration statement of the Company requested hereunder (other than pursuant to Section 2) or pursuant to which the Requesting Holders shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor to similar effect) promulgated under the Securities Act if on Form S-3 or any successor thereto (an “S-3 Registration”) for public sale in accordance with the Company is notmethod of disposition specified in such request within 30 days of the Holder’s request therefor and (ii) to cause such S-3 Registration to be declared effective by the SEC as soon as reasonably practicable thereafter. The Holder shall be entitled, upon not less than 24 hours (given on a business day and effect at the time, eligible same time on the next business day) prior written notice to register shares of Common Stock on form S-3 (or a successor form). Notwithstanding the foregoing, if the Board of Directors of the Company determines in its good faith judgment, (x) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then contemplated public offering of the Company's securities, (y) that the disclosures that would be required to be made by the Company in connection with the manner provided below, to sell such registration Registrable Common Stock as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”). The Holder shall be entitled to request that one such Shelf Takedown shall be an underwritten offering; provided, that (based on then current market prices) the number of shares of Registrable Common Stock included in such Shelf Takedown would be materially harmful yield gross proceeds to the Company because Holder of transactions then being considered by, or other events then concerning the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements least $25,000,000. The Holder shall also give the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) prompt written notice of the registration statement which is required to effect any registration consummation of such Shelf Takedown. A notice of a proposed Shelf Takedown pursuant to this Section 5 for shall be given by e-mail and facsimile transmission to the Company’s Chief Financial Officer, with a reasonable copy to designated counsel, as provided in Section 11(a) hereof, and shall be effective when receipt of such notice has been confirmed telephonically. The Company agrees to waive such 24-hour notice period if at the time such notice is effective, the Prospectus included in the Registration Statement related to the Registrable Common Stock proposed to be sold in the Shelf Takedown does not contain an untrue statement of time, but a material fact and does not in excess of 90 calendar days (or omit any longer period agreed material fact necessary to by make the Holders), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement as soon as practicablestatements therein not misleading.

Right to Request Registration. Upon the written request of Holders owning 10% or more of the outstanding Registrable Securities then owned in the aggregate by such Holders (the "Requesting Holders') (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock), requesting At any time that the Company effect is eligible to use Form S-3 or any successor thereto, any of the registration Holders shall be entitled to request that the Company file a Registration Statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Common Stock pursuant to Rule 415 promulgated under the Securities Act of at least the Minimum Registration Amountor otherwise. Upon such request, the Company shall use its reasonable best efforts (i) to effect, as expeditiously as possible, following file a Registration Statement covering the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all Holders, the registration under the Securities Act of such number of shares of Registrable Securities owned by the Requesting Holders and requested by the Requesting Holders to be so registered (subject to Section 5(c) hereof), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, provided, however, that the Company shall not be required to (i) subject to Section 5(b) below, effect more than a total of three specified in such registrations pursuant to this Agreement or (ii) file a registration statement relating to a registration request pursuant hereto within a period of six months after the effective date of any other registration statement of the Company requested hereunder (other than pursuant to Section 2) or pursuant to which the Requesting Holders shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor to similar effect) promulgated under the Securities Act if on Form S-3 or any successor thereto (an “S-3 Registration”) for public sale in accordance with the Company is notmethod of disposition specified in such request within 30 days of the Holders’ request therefor and (ii) to cause such S-3 Registration to be declared effective by the SEC as soon as reasonably practicable thereafter. A Holder shall be entitled, upon not less than 24 hours (given on a business day and effect at the time, eligible same time on the next business day) prior written notice to register shares of Common Stock on form S-3 (or a successor form). Notwithstanding the foregoing, if the Board of Directors of the Company determines in its good faith judgment, (x) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then contemplated public offering of the Company's securities, (y) that the disclosures that would be required to be made by the Company in connection with the manner provided below, to sell such registration Registrable Common Stock as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”). The Holders shall be entitled to request that a Shelf Takedown shall be an underwritten offering; provided, that (based on then current market prices) the number of shares of Registrable Common Stock included in such Shelf Takedown would be materially harmful yield gross proceeds to the Company because Holders requesting such Shelf Takedown of transactions then being considered by, or other events then concerning the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements least $25,000,000. Each Holder shall also give the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) prompt written notice of the registration statement which is required to effect any registration consummation of such Shelf Takedown by such Holder. A notice of a proposed Shelf Takedown pursuant to this Section 5 for shall be given by e-mail and facsimile transmission to the Company’s Chief Financial Officer, with a reasonable copy to designated counsel, as provided in Section 11(a) hereof, and shall be effective when receipt of such notice has been confirmed telephonically. The Company agrees to waive such 24-hour notice period if at the time such notice is effective, the Prospectus included in the Registration Statement related to the Registrable Common Stock proposed to be sold in the Shelf Takedown does not contain an untrue statement of time, but a material fact and does not in excess of 90 calendar days (or omit any longer period agreed material fact necessary to by make the Holders), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement as soon as practicablestatements therein not misleading.

Right to Request Registration. Upon Subject to the written provisions hereof, at any time and from time to time following the Start Date and prior to the Termination Date, the Investor shall be entitled to request of Holders owning 10% or more of the outstanding Registrable Securities then owned in the aggregate by such Holders writing (the "Requesting Holders'a “Registration Request”) (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock), requesting a) that the Company file a Registration Statement on Form S-3 (or an amendment or supplement to an existing registration statement on Form S-3) for a public offering of all or such portion of the Registrable Shares designated by the Investor pursuant to Rule 415 promulgated under the Securities Act or otherwise (an “S-3 Shelf Registration”), provided that the Company is then eligible to use Form S-3 and provided, further, that the Investor may make such request on no more than two occasions (subject to the following sentence) or (b) that the Company file effect the registration under the Securities Act of all or any part of the Registrable Shares by means other than an S-3 Shelf Registration (a “Demand Registration”), provided, that the Investor may make such request no more than once per calendar year (subject to the following sentence). A Registration Request shall not count for purposes of the limitations in this Section 2 if (i) the Investor determines in good faith to withdraw the proposed registration prior to the effectiveness of the Registration Statement relating to such request due to marketing conditions or regulatory reasons relating to the Company, (ii) the Registration Statement relating to such request does not become effective within 180 days of the date such Registration Statement is first filed with the SEC (other than solely by reason of the Investor having refused to proceed) and the Investor withdraws such request prior to such Registration Statement becoming effective, (iii) prior to the sale of at least 90% of the Minimum Registration AmountRegistrable Shares included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company shall use its best efforts fails to effecthave such stop order, as expeditiously as possibleinjunction or other order or requirement removed, following withdrawn or resolved to the prompt (but in no event later than 15 Investor’s reasonable satisfaction within thirty days following of the receipt date of such written requestorder, (iv) delivery more than 10% of notice to all Holders, the registration under the Securities Act of such number of shares of Registrable Securities owned by the Requesting Holders and Shares requested by the Requesting Holders Investor to be included in the registration are not so registered (subject included pursuant to Section 5(c2(b) hereof(or Section 4(b), together with (xas applicable) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, provided, however, that the Company shall not be required to (i) subject to Section 5(b) below, effect more than a total of three such registrations pursuant to this Agreement or (iiv) file a in the case of an underwritten offering, the conditions to closing specified in the related underwriting agreement or purchase agreement entered into in connection with the registration statement relating to a registration such request pursuant hereto within a period of six months after the effective date of any other registration statement of the Company requested hereunder are not satisfied or waived (other than pursuant to Section 2) as a result of a material default or pursuant to which the Requesting Holders shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor to similar effect) promulgated under the Securities Act if the Company is not, at the time, eligible to register shares of Common Stock on form S-3 (or a successor form). Notwithstanding the foregoing, if the Board of Directors of the Company determines in its good faith judgment, (x) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then contemplated public offering of the Company's securities, (y) that the disclosures that would be required to be made breach thereunder by the Company in connection with such registration would be materially harmful to the Company because of transactions then being considered by, or other events then concerning the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 5 for a reasonable period of time, but not in excess of 90 calendar days (or any longer period agreed to by the HoldersInvestor), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement as soon as practicable.

Right to Request Registration. Upon the written request of Holders owning 10% or more of the outstanding Registrable Securities then owned in the aggregate by such Holders (the "Requesting Holders') (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock), requesting At any time that the Company effect is eligible to use Form S-3 or any successor thereto, each Holder shall be entitled to request that the registration Company file a Registration Statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Common Stock pursuant to Rule 415 promulgated under the Securities Act of at least the Minimum Registration Amountor otherwise. Upon such request, the Company shall use its reasonable best efforts (i) to effect, as expeditiously as possible, following file a Registration Statement covering the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all Holders, the registration under the Securities Act of such number of shares of Registrable Securities owned by the Requesting Holders and requested by the Requesting Holders to be so registered (subject to Section 5(c) hereof), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, provided, however, that the Company shall not be required to (i) subject to Section 5(b) below, effect more than a total of three specified in such registrations pursuant to this Agreement or (ii) file a registration statement relating to a registration request pursuant hereto within a period of six months after the effective date of any other registration statement of the Company requested hereunder (other than pursuant to Section 2) or pursuant to which the Requesting Holders shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor to similar effect) promulgated under the Securities Act if on Form S-3 or any successor thereto (an “S-3 Registration”) for public sale in accordance with the Company is notmethod of disposition specified in such request within 30 days of the such Holder’s request therefor and (ii) to cause such S-3 Registration to be declared effective by the SEC as soon as reasonably practicable thereafter. A Holder shall be entitled, upon not less than 24 hours (given on a business day and effect at the time, eligible same time on the next business day) prior written notice to register shares of Common Stock on form S-3 (or a successor form). Notwithstanding the foregoing, if the Board of Directors of the Company determines in its good faith judgment, (x) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then contemplated public offering of the Company's securities, (y) that the disclosures that would be required to be made by the Company in connection with the manner provided below, to sell such registration Registrable Common Stock as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”). The Holder shall be entitled to request that one such Shelf Takedown shall be an underwritten offering; provided, that (based on then current market prices) the number of shares of Registrable Common Stock included in such Shelf Takedown would be materially harmful yield gross proceeds to the Company because Holder(s) requesting such Shelf Takedown of transactions then being considered by, or other events then concerning the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements least $25,000,000. Each Holder shall also give the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) prompt written notice of the registration statement which is required to effect any registration consummation of such Shelf Takedown. A notice of a proposed Shelf Takedown pursuant to this Section 5 for shall be given by e-mail and facsimile transmission to the Company’s Chief Financial Officer, with a reasonable copy to designated counsel, as provided in Section 11(a) hereof, and shall be effective when receipt of such notice has been confirmed telephonically. The Company agrees to waive such 24-hour notice period if at the time such notice is effective, the Prospectus included in the Registration Statement related to the Registrable Common Stock proposed to be sold in the Shelf Takedown does not contain an untrue statement of time, but a material fact and does not in excess of 90 calendar days (or omit any longer period agreed material fact necessary to by make the Holders), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement as soon as practicablestatements therein not misleading.

Right to Request Registration. Upon the written request of Holders owning 10% or more of the outstanding Registrable Securities then owned in the aggregate by such Holders (the "Requesting Holders') (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock), requesting At any time that the Company effect is eligible to use Form S-3 or any successor thereto, and the registration Company does not have an effective Shelf Registration Statement on Form S-3 on file with the SEC covering the Registrable Common Stock (an “Existing Shelf”), then each Holder shall be entitled to request that the Company file a Registration Statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Common Stock pursuant to Rule 415 promulgated under the Securities Act of at least the Minimum Registration Amountor otherwise. Upon such request, the Company shall use its reasonable best efforts (i) to effect, as expeditiously as possible, following file a Registration Statement covering the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all Holders, the registration under the Securities Act of such number of shares of Registrable Securities owned by the Requesting Holders and requested by the Requesting Holders to be so registered (subject to Section 5(c) hereof), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, provided, however, that the Company shall not be required to (i) subject to Section 5(b) below, effect more than a total of three specified in such registrations pursuant to this Agreement or (ii) file a registration statement relating to a registration request pursuant hereto within a period of six months after the effective date of any other registration statement of the Company requested hereunder (other than pursuant to Section 2) or pursuant to which the Requesting Holders shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor to similar effect) promulgated under the Securities Act if on Form S-3 or any successor thereto (together with the Existing Shelf, an “S-3 Registration”) for public sale in accordance with the method of disposition specified in such request within 30 days of the such Holder’s request therefor and (ii) to cause such S-3 Registration to be declared effective by the SEC as soon as reasonably practicable thereafter. A Holder shall be entitled, upon not less than 24 hours (given on a business day and effective at the same time on the next business day) prior written notice to the Company is notin the manner provided below, at the time, eligible to register shares of sell such Registrable Common Stock on form S-3 as are then registered pursuant to such Registration Statement (or each, a successor form“Shelf Takedown”). Notwithstanding The Holder shall be entitled to request that one such Shelf Takedown shall be an underwritten offering; provided, that (based on the foregoing, if the Board of Directors closing sale price of the Company determines in its good faith judgment, (x) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect Common Stock as reported on a then contemplated public offering NASDAQ on the date of the Company's securities, (y’s receipt of such request) that the disclosures that number of shares of Registrable Common Stock included in such Shelf Takedown would be required yield gross proceeds to be made by the Holder(s) requesting such Shelf Takedown of at least $25,000,000. Each Holder also shall give the Company in connection with such registration would be materially harmful to the Company because of transactions then being considered by, or other events then concerning the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) prompt written notice of the registration statement which is required to effect any registration consummation of such Shelf Takedown. A notice of a proposed Shelf Takedown pursuant to this Section 5 for shall be given by e-mail and facsimile transmission to the Company’s Chief Financial Officer, with a reasonable copy to designated counsel, as provided in Section 11(a) hereof, and shall be effective when receipt of such notice has been confirmed telephonically. The Company agrees to waive such 24-hour notice period if at the time such notice is effective, the Prospectus included in the Registration Statement related to the Registrable Common Stock proposed to be sold in the Shelf Takedown does not contain any untrue statement of timea material fact or omit to state a material fact required to be stated therein, but or necessary to make the statements therein, in the light of the circumstances under which they were made, not in excess of 90 calendar days (or any longer period agreed to by the Holders), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement as soon as practicablemisleading.

Right to Request Registration. Upon Subject to Section 2(a)(ii), at ----------------------------- any time or from time to time following the written request of Holders owning 10% or more second anniversary of the outstanding Closing Date, any Stockholder shall have the right to request in writing (a "Demand ------ Request") (which request shall specify the number of Registrable Securities then owned in the aggregate ------- intended to be disposed of by such Holders (Stockholder and the "Requesting Holders'intended method of distribution thereof) (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock), requesting that the Company effect register such Registrable Securities by filing with the registration under the Securities Act SEC a Required Registration Statement. The Company will, within 10 days of at least the Minimum Registration Amountreceiving a Demand Request, the Company shall use its best efforts give written notice thereof (a "Demand ------ Notice") to effectall remaining Stockholders and will, as expeditiously as possible, following the prompt (but in no event not later than 15 days following the 60th ------ calendar day after the receipt of such a Demand Request, cause to be filed a Required Registration Statement covering all the Registrable Securities which the Stockholders shall request in writing to be included in such Required Registration Statement (which written requestrequests by the remaining Stockholders shall specify the number of Registrable Securities requested to be included and, if the initiator of the Demand Request did not propose to sell through an Underwritten Offering, the means of distribution, and which written request shall be given within 10 days of receipt of the Demand Notice) delivery of notice and any Ordinary Shares that the Company proposes to all Holdersregister, providing for the registration under the Securities Act of such number of shares of Registrable Securities owned by to the Requesting Holders and requested by extent necessary to permit the Requesting Holders disposition of such Registrable Securities so to be so registered in accordance with the intended method of distribution thereof specified in such request (subject to Section 5(c) hereof), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, provided, however, provided that the Company shall may delay such filing by not be more than 120 -------- days if the Company, prior to the time it would otherwise have been required to (i) subject file such Registration Statement, determines in good faith that the filing of the Registration Statement would require the disclosure of non-public material information that, in the reasonable judgment of the Company, would be detrimental to Section 5(b) belowthe Company if so disclosed or would otherwise adversely affect a financing, effect more than a total of three acquisition, disposition, merger or other material transaction; provided, further that the Stockholders may -------- ------- withdraw the Demand Request upon prompt notice to the Company if such registrations pursuant delay exceeds 30 days), and shall use its reasonable efforts to this Agreement or (ii) file a registration statement relating have such Required Registration Statement declared effective by the SEC as soon as practicable thereafter and to a registration request pursuant hereto within keep such Required Registration Statement continuously effective for a period of six months after at least 180 calendar days following the date on which such Required Registration Statement is declared effective date (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other registration statement of required document or otherwise supplementing or amending the Company requested hereunder (other than pursuant to Section 2) or pursuant to which the Requesting Holders shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor to similar effect) promulgated under the Securities Act if the Company is not, at the time, eligible to register shares of Common Stock on form S-3 (or a successor form). Notwithstanding the foregoingRequired Registration Statement, if required by the Board of Directors of rules, regulations or instructions applicable to the Company determines in its good faith judgment, (x) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then contemplated public offering of the Company's securities, (y) that the disclosures that would be required to be made registration form used by the Company in connection with for such Required Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder. The registration would be materially harmful rights granted pursuant to the Company because provisions of transactions then being considered by, or other events then concerning the Company, or this paragraph (za) shall be in addition to the registration at the time would require the inclusion of pro forma or other information, which requirements the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration rights granted pursuant to the other provisions of this Section 5 for a reasonable period of time, but not in excess of 90 calendar days (or any longer period agreed to by the Holders), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement as soon as practicable2.

Right to Request Registration. Upon So long as the written request of Holders owning 10% or more of the outstanding Registrable Securities then owned in the aggregate by such Holders (the "Requesting Holders') (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant Company does not have an effective Shelf Registration Statement with respect to the Development Agreements have been converted into shares of Common Stock)Registrable Shares, requesting that the Company effect the XX XX WS may request registration under the Securities Act of all or part of its Registrable Shares (“Demand Registration”) with an anticipated aggregate offering price of at least the Minimum Registration Amount$10.0 million at any time and from time to time. Within seven (7) Business Days after receipt of any such request for Demand Registration, the Company shall give written notice of such request to all other Holders of Registrable Shares, if any, and shall, subject to the provisions of Section 2(d)(i) hereof, include in such registration the number of Registrable Shares of such Holder up to an amount in proportion to the Registrable Shares of XX XX WS that are to be included in the Demand Registration and with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice; provided, that to the extent such other Holders wish to include additional Registrable Shares held by such Holders in the Demand Registration, such other Holders may request, within the same five Business Day notice period outlined above, that XX XX WS consider including such additional shares as Registrable Shares. Upon receipt of such notice, and subject to Section 2(d)(i), XX XX WS may elect to include or exclude such additional Registrable Shares from the Underwritten Offering in its sole and absolute discretion. The Company shall use its commercially reasonable best efforts to effect, as expeditiously as possible, file with the Commission following the prompt (but in no event later than 15 days following the receipt of any such written request) delivery of notice request for Demand Registration one or more registration statements with respect to all Holders, such Registrable Shares with respect to which the registration Company has received written requests for inclusion therein in accordance with this paragraph under the Securities Act (the “Demand Registration Statement”). The Company shall use commercially reasonable best efforts to cause such Demand Registration Statement to be declared effective by the Commission as soon as practicable after the filing thereof. The Demand Registration Statement shall be on an appropriate form and the Registration Statement and any form of such number prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders of shares of Registrable Securities owned registered on such Registration Statement may from time to time notify the Company. Following the receipt by the Requesting Holders and requested by the Requesting Holders to be so registered (Company of any request for Demand Registration, subject to Section 5(c) hereof2(d)(i), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which Registrable Shares of any Holder electing to register Registrable Shares in accordance with this paragraph shall be included in the Demand Registration Statement without any further action by any Holder. XX XX WS may cause the Company elects to register and offer for its own account, provided, however, that postpone or withdraw the Company shall not be required to (i) subject to Section 5(b) below, effect more than filing or the effectiveness of a total of three such registrations pursuant to this Agreement or (ii) file a registration statement relating to a registration request pursuant hereto within a period of six months after the effective date of Demand Registration at any other registration statement of the Company requested hereunder (other than pursuant to Section 2) or pursuant to which the Requesting Holders shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor to similar effect) promulgated under the Securities Act if the Company is not, at the time, eligible to register shares of Common Stock on form S-3 (or a successor form). Notwithstanding the foregoing, if the Board of Directors of the Company determines in its good faith judgment, (x) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then contemplated public offering of the Company's securities, (y) that the disclosures that would be required to be made by the Company in connection with such registration would be materially harmful to the Company because of transactions then being considered by, or other events then concerning the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 5 for a reasonable period of time, but not in excess of 90 calendar days (or any longer period agreed to by the Holders), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement as soon as practicablesole discretion.

Right to Request Registration. Upon At any time following the six-month anniversary of the consummation of the Merger and prior to the fourth anniversary of the consummation of the Merger, upon the written request of Holders owning 10% or more any member of the outstanding Registrable FRLP Group, Lomak will use all reasonable efforts promptly to file (but in any event within 90 days of such request) with the Securities then owned in the aggregate by such Holders and Exchange Commission (the "Requesting Holders'Commission") (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock), requesting that the Company effect the a registration statement under the Securities Act Act, on such appropriate form as Lomak shall select, covering the Lomak Shares then proposed to be sold by such member of at least the Minimum Registration Amount, the Company shall FRLP Group and will use its best all reasonable efforts to effect, cause such registration statement to become effective as expeditiously soon as possible, practicable following the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all Holders, the registration under the Securities Act of such number of shares of Registrable Securities owned by the Requesting Holders and requested by the Requesting Holders to be so registered (subject to Section 5(c) hereof), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, ; provided, however, that the Company shall not be required to (i) subject to Section 5(b) below, effect more than a total of three such registrations pursuant to this Agreement or (ii) file a registration statement relating to a registration request pursuant hereto within a period of six months after the effective date of any other registration statement of the Company requested hereunder (other than pursuant to Section 2) or pursuant to which the Requesting Holders shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall Lomak will not be required to file a any such registration statement relating during any period of time (not to an offering of Common Stock on exceed 60 days) when Lomak (i) is contemplating a delayed or continuous basis pursuant to Rule 415 (or any successor to similar effect) promulgated under the Securities Act if the Company is not, at the time, eligible to register shares of Common Stock on form S-3 (or a successor form). Notwithstanding the foregoing, if the Board of Directors of the Company determines in its good faith judgment, (x) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then contemplated public offering of the Company's securitiessecurities of Lomak or any subsidiary thereof and, in the judgment of the managing underwriter thereof (or Lomak, if such offering is not underwritten), such filing would have a material adverse effect on the contemplated offering, (yii) is in possession of material information that the disclosures that would be required it deems advisable not to be made by the Company then disclose in connection with such a registration would be materially harmful to the Company because of transactions then being considered by, or other events then concerning the Companystatement, or (ziii) is engaged in any program for the repurchase of Lomak Voting Securities which program cannot be suspended without material adverse financial effects to Lomak or without breaching any contractual obligations to which Lomak is subject; provided, however, that such suspension of the obligation to file such registration at statement resulting from the time would require occurrence of an event in clause (i), (ii) or (iii) or a series of similar or related events may not last in excess of 60 days without the inclusion consent of pro forma or other informationFRLP, which requirements the Company is reasonably unable to comply withconsent shall not be unreasonably withheld. In addition, then the Company may defer the filing Lomak shall not be required (but not the preparationi) of the registration statement which is required to effect any registration pursuant to this Section 5 4(a) unless Lomak Shares representing at least 33% of the initial number of Lomak Shares (subject to adjustment for a reasonable period any stock splits, stock dividends. stock combinations, recapitalizations or similar corporate changes) are to be sold by the FRLP Group or if the sale of timesuch Lomak Shares would violate Section 3(a)(ii) hereof, or (ii) to consummate at the request of FRLP and/or any member of the FRLP Group more than one registered offering under this Section 4(a). Notwithstanding the foregoing, Lomak shall not be obligated to effect more than one registration pursuant to this Section 4(a), but such obligation shall not in excess be deemed to have been satisfied until the sale of 90 calendar days (or any longer period agreed to by the Holders), provided that at all times the Company registered shares is in good faith using all reasonable efforts to file such registration statement as soon as practicableconsummated.

Right to Request Registration. Upon the written request of Holders owning 10% or more of the outstanding Registrable Securities then owned in the aggregate by such Holders (the "Requesting Holders') (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant Subject to the Development Agreements have been converted into shares of Common Stock)provisions hereof and until the applicable Termination Date, requesting that if the Company effect has not filed, and caused to be effective and maintained the effectiveness of an S-3 Shelf Registration Statement, Investor O or its Permitted Transferees may request in writing registration for resale under the Securities Act of all or part of its Registrable Shares (a “Demand Registration”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, reasonably be expected to yield gross proceeds to Investor O or its Permitted Transferees, as applicable, of at least the Minimum Registration Amount. Subject to Section 2(d) and Section 5 below, the Company shall use its reasonable best efforts (i) to effect, as expeditiously as possible, following the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all Holders, the registration under the Securities Act of file a Registration Statement registering for resale such number of shares of Registrable Securities owned by the Requesting Holders and Shares as requested by the Requesting Holders to be so registered (subject to Section 5(c) hereof), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, provided, however, that the Company shall not be required to (i) subject to Section 5(b) below, effect more than a total of three such registrations pursuant to this Agreement or (ii) file a registration statement relating to a registration request pursuant hereto within a period of six months after the effective date of any other registration statement of the Company requested hereunder (other than pursuant to Section 2) or pursuant to which the Requesting Holders shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor to similar effect) promulgated under the Securities Act if the Company is not, at the time, eligible to register shares of Common Stock on form S-3 (or a successor form). Notwithstanding the foregoing, if the Board of Directors of the Company determines in its good faith judgment, (x) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then contemplated public offering of the Company's securities, (y) that the disclosures that would be required to be made by the Company in connection with such registration would be materially harmful to the Company because of transactions then being considered by, or other events then concerning the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 5 for 2(a) (and such number of Registrable Shares requested to be so registered by Investor S and Investor T or their Permitted Transferees) (a reasonable period of time“Demand Registration Statement”) within 60 days after Investor O’s or its Permitted Transferees’ request therefor and (ii) if not automatically effective upon filing, but not in excess of 90 calendar days (or any longer period agreed to cause such Demand Registration Statement to be declared effective by the Holders), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement SEC as soon as practicablepractical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing. In order to facilitate Investor S and Investor T’s possible participation in such Demand Registration, the Company shall give Investor S and Investor T prompt notice of any exercise by Investor O or its Permitted Transferees of Demand Registration rights under this Section 2.

Right to Request Registration. Upon At any time after the date ----------------------------- hereof, upon the written request of Holders owning 10% or more any member of the outstanding Registrable Securities then owned in the aggregate by such Holders (the "Requesting Holders') (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock), Nationwide Affiliated Group requesting that the Company NFS effect the registration under the Securities Act of at least all or part of the Minimum Registration AmountRegistrable Shares (a "Demand Registration"), the Company NFS shall use its best commercially reasonable efforts to effect, as expeditiously as possible, following the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all Holders, the registration under the Securities Act of such number of shares of Registrable Securities owned by the Requesting Holders and Shares requested by the Requesting Holders to be so registered (subject to Section 5(c) hereof), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, registered; provided, however, that the Company NFS shall not be -------- ------- required to (i) subject to Section 5(b) below, effect more than a total of three such registrations pursuant to this Agreement or (ii) file a registration statement relating pursuant to a registration request pursuant hereto this Section 7.2 (a), (i) within a period of six months after the effective date of any other registration statement of the Company NFS requested hereunder (other than pursuant to Section 2) or pursuant to which any member of the Requesting Holders Nationwide Affiliated Group shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities 7.l; (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement ii) relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if the Company NFS is not, at the time, eligible to register shares of Common Stock on form Form S-3 (or a successor form); (iii) with respect to any offering that is not reasonably expected to yield gross proceeds of at least $20 million; or (iv) more than two times in any calendar year or more than four times in any five consecutive calendar years. Notwithstanding As promptly as practicable after receipt of any such request for a Demand Registration, NFS shall give written notice of such request to all other holders of Common Stock having rights to have their shares included in such registration and shall, subject to the foregoingprovisions of Section 7.2(c), if the Board of Directors include in such registration all such Registrable Shares with respect to which each member of the Company determines in its good faith judgment, (x) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then contemplated public offering of the Company's securities, (y) that the disclosures that would be required Nationwide Affiliated Group or such other stockholder has requested to be made by the Company in connection with such registration would be materially harmful to the Company because of transactions then being considered by, or other events then concerning the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 5 for a reasonable period of time, but not in excess of 90 calendar days (or any longer period agreed to by the Holders), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement as soon as practicableso registered.

Right to Request Registration. Upon At any time after the date hereof, upon the written request of Holders owning 10% or more any member of the outstanding Registrable Securities then owned in the aggregate by such Holders (the "Requesting Holders') (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock), Citigroup Affiliated Group requesting that the Company TPC effect the registration under the Securities Act of at least all or part of the Minimum Registration AmountRegistrable Securities (a "Demand Registration"), the Company TPC shall use its best efforts to effect, as expeditiously as possible, following the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all Holders, the registration under the Securities Act of such number of shares of Registrable Securities owned by the Requesting Holders and requested by the Requesting Holders to be so registered (subject to Section 5(c) hereof), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, registered; provided, however, that the Company TPC shall not be required to (i) subject to Section 5(b) below, effect more than a total of three such registrations pursuant to this Agreement or (ii) file a registration statement relating pursuant to a registration request pursuant hereto this Section 7.2(a), (i) within a period of six months after the effective date of any other registration statement of the Company TPC requested hereunder (other than pursuant to Section 2) or pursuant to which any member of the Requesting Holders Citigroup Affiliated Group shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities 7.1 hereof, (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement ii) relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if the Company TPC is not, at the time, eligible to register shares of Common Stock on form Form S-3 (or a successor form). Notwithstanding , or (iii) with respect to any offering that is not reasonably expected to yield gross proceeds of at least $60 million; provided, that in the foregoing, if event that the Board of Directors members of the Company determines in its good faith judgmentCitigroup Affiliated Group, (x) after consultation with a nationally recognized investment banking firmcollectively, that there will be an adverse effect on a then contemplated public offering do not own at the time of such request such amount of Registrable Securities of the Company's securities, (y) that the disclosures kind and type being so registered that would be required reasonably expected to be made by the Company in connection with such registration would be materially harmful to the Company because yield gross proceeds of transactions then being considered by, or other events then concerning the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements the Company is reasonably unable to comply withleast $60 million, then the Company may defer the filing restriction contained in clause (but not the preparationiii) of the registration statement which is required to effect any registration pursuant to this Section 5 7.2(a) shall be disregarded with respect to such registration. Promptly after receipt of any such request for a reasonable period Demand Registration, TPC shall give written notice of time, but not such request to all other holders of Common Stock having rights to have their shares included in excess of 90 calendar days (or any longer period agreed to by the Holders), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement as soon as practicableand shall, subject to the provisions of Section 7.2(c) hereof, include in such registration all such Registrable Securities with respect to which each member of the Citigroup Affiliated Group or such other stockholder has requested to be so registered.

Right to Request Registration. Upon At any time after the date hereof, upon the written request of Holders owning 10% or more any member of the outstanding Registrable Securities then owned in the aggregate by such Holders (the "Requesting Holders') (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock), Citigroup Affiliated Group requesting that the Company TPC effect the registration under the Securities Act of at least all or part of the Minimum Registration AmountRegistrable Securities (a "Demand Registration") (other than the Initial Public Offering of TPC's Common Stock and the Concurrent Offering contemplated by the IPO S-1), the Company TPC shall use its best efforts to effect, as expeditiously as possible, following the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all Holders, the registration under the Securities Act of such number of shares of Registrable Securities owned by the Requesting Holders and requested by the Requesting Holders to be so registered (subject to Section 5(c) hereof), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, registered; provided, however, that the Company TPC shall not be required to (i) subject to Section 5(b) below, effect more than a total of three such registrations pursuant to this Agreement or (ii) file a registration statement relating pursuant to a registration request pursuant hereto this Section 7.2(a), (i) within a period of six months after the effective date of any other registration statement of the Company TPC requested hereunder (other than pursuant to Section 2) or pursuant to which any member of the Requesting Holders Citigroup Affiliated Group shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities 7.1 hereof, (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement ii) relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if the Company TPC is not, at the time, eligible to register shares of Common Stock on form Form S-3 (or a successor form). Notwithstanding , or (iii) with respect to any offering that is not reasonably expected to yield gross proceeds of at least $60 million; provided, that in the foregoing, if event that the Board of Directors members of the Company determines in its good faith judgmentCitigroup Affiliated Group, (x) after consultation with a nationally recognized investment banking firmcollectively, that there will be an adverse effect on a then contemplated public offering do not own at the time of such request such amount of Registrable Securities of the Company's securities, (y) that the disclosures kind and type being so registered that would be required reasonably expected to be made by the Company in connection with such registration would be materially harmful to the Company because yield gross proceeds of transactions then being considered by, or other events then concerning the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements the Company is reasonably unable to comply withleast $60 million, then the Company may defer the filing restriction contained in clause (but not the preparationiii) of the registration statement which is required to effect any registration pursuant to this Section 5 7.2(a) shall be disregarded with respect to such registration. Promptly after receipt of any such request for a reasonable period Demand Registration, TPC shall give written notice of time, but not such request to all other holders of Common Stock having rights to have their shares included in excess of 90 calendar days (or any longer period agreed to by the Holders), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement as soon as practicableand shall, subject to the provisions of Section 7.2(c) hereof, include in such registration all such Registrable Securities with respect to which each member of the Citigroup Affiliated Group or such other stockholder has requested to be so registered.

Right to Request Registration. Upon (a) If (i) Wand/IMA Investments, L.P. ("Wand/IMA") exercises its right to require the Company to redeem the common stock purchase warrants and shares issued or issuable upon exercise of such common stock purchase warrants held by Wand/IMA, and the Company shall have effected such redemption; and (ii) the Company shall not have completed a registered public offering of Common Stock pursuant to the Securities Act, then on or after March 26, 1999, upon the written request of Holders owning 10% one or more of the outstanding Registrable Securities then owned in the aggregate by such Holders (the "Requesting Initiating Holders') (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock), requesting that the Company effect the registration under the Securities Act of at least all or part of such Initiating Holders' Registrable Securities and specifying the Minimum Registration Amountintended method of disposition thereof, the Company shall will promptly give written notice of such requested registration to all holders of Registrable Securities, and thereupon the Company will use its best efforts to effect, as expeditiously as possible, following the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all Holders, effect the registration under the Securities Act of such number of shares of of: (i) the Registrable Securities owned which the Company has been so requested to register by such Initiating Holders for disposition in accordance with the Requesting Holders and requested by the Requesting Holders to be so registered intended method of disposition stated in such request; and (subject to Section 5(c) hereof), together with (xii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) subject to the priority provisions of Section 9.1(f), all shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects may elect to register and offer for its own account, provided, however, that in connection with the Company shall not be required offering of Registrable Securities pursuant to this Section 9.1; and (iiv) subject to the priority provisions of Section 5(b) below9.1(f), effect more than a total of three such registrations pursuant to this Agreement or (ii) file a registration statement relating to a registration request pursuant hereto within a period of six months after the effective date of any other registration statement of the Company requested hereunder (other than pursuant to Section 2) or pursuant to which the Requesting Holders shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor to similar effect) promulgated under the Securities Act if the Company is not, at the time, eligible to register shares of Common Stock on form S-3 (or a successor form). Notwithstanding the foregoing, if the Board of Directors of the Company determines in its good faith judgment, (x) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then contemplated public offering of the Company's securities, (y) that the disclosures that would be required to be made held by the Company in connection with such other Persons having registration would be materially harmful rights; all to the Company because of transactions then being considered by, or other events then concerning extent requisite to permit the Company, or disposition (z) in accordance with the registration at the time would require the inclusion of pro forma or other information, which requirements the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparationintended methods thereof as aforesaid) of the registration statement which is required Registrable Securities and the additional shares of Common Stock, if any so to effect any registration pursuant to this Section 5 for a reasonable period of time, but not in excess of 90 calendar days (or any longer period agreed to by the Holders)be registered, provided that at all times the provisions of this Section 9.1(a) shall not require the Company is in good faith using all reasonable efforts to file such effect more than one registration statement as soon as practicableof Registrable Securities.

Right to Request Registration. Upon the written request of Holders owning 10% or more of the outstanding Registrable Securities then owned in the aggregate by such Holders (the "Requesting Holders') (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock), requesting At any time that the Company effect is eligible to use Form S-3 or any successor thereto, any of the registration Holders shall be entitled to request that the Company file a Registration Statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Common Stock pursuant to Rule 415 promulgated under the Securities Act of at least the Minimum Registration Amountor otherwise. Upon such request, the Company shall use its reasonable best efforts (i) to effect, as expeditiously as possible, following file a Registration Statement covering the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all Holders, the registration under the Securities Act of such number of shares of Registrable Securities owned by the Requesting Holders and requested by the Requesting Holders to be so registered (subject to Section 5(c) hereof), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, provided, however, that the Company shall not be required to (i) subject to Section 5(b) below, effect more than a total of three specified in such registrations pursuant to this Agreement or (ii) file a registration statement relating to a registration request pursuant hereto within a period of six months after the effective date of any other registration statement of the Company requested hereunder (other than pursuant to Section 2) or pursuant to which the Requesting Holders shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor to similar effect) promulgated under the Securities Act if on Form S-3 or any successor thereto (an “ S-3 Registration ”) for public sale in accordance with the Company is notmethod of disposition specified in such request within 30 days of the Holders’ request therefor and (ii) to cause such S-3 Registration to be declared effective by the SEC as soon as reasonably practicable thereafter. A Holder shall be entitled, upon not less than 24 hours (given on a business day and effect at the time, eligible same time on the next business day) prior written notice to register shares of Common Stock on form S-3 (or a successor form). Notwithstanding the foregoing, if the Board of Directors of the Company determines in its good faith judgment, (x) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then contemplated public offering of the Company's securities, (y) that the disclosures that would be required to be made by the Company in connection with the manner provided below, to sell such registration Registrable Common Stock as are then registered pursuant to such Registration Statement (each, a “ Shelf Takedown ”). The Holders shall be entitled to request that a Shelf Takedown shall be an underwritten offering; provided, that (based on then current market prices) the number of shares of Registrable Common Stock included in such Shelf Takedown would be materially harmful yield gross proceeds to the Company because Holders requesting such Shelf Takedown of transactions then being considered by, or other events then concerning the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements least $25,000,000. Each Holder shall also give the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) prompt written notice of the registration statement which is required to effect any registration consummation of such Shelf Takedown by such Holder. A notice of a proposed Shelf Takedown pursuant to this Section 5 for shall be given by e-mail and facsimile transmission to the Company’s Chief Financial Officer, with a reasonable copy to designated counsel, as provided in Section 11(a) hereof, and shall be effective when receipt of such notice has been confirmed telephonically. The Company agrees to waive such 24-hour notice period if at the time such notice is effective, the Prospectus included in the Registration Statement related to the Registrable Common Stock proposed to be sold in the Shelf Takedown does not contain an untrue statement of time, but a material fact and does not in excess of 90 calendar days (or omit any longer period agreed material fact necessary to by make the Holders), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement as soon as practicablestatements therein not misleading.

Right to Request Registration. Upon At any time after the date hereof, upon the written request of Holders owning 10% or more any member of the outstanding Registrable Securities then owned in the aggregate by such Holders (the "Requesting Holders') (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock), AmerUs Control Group requesting that the Company effect the registration under the Securities Act of at least all or part of the Minimum Registration AmountRegistrable Shares (a "Demand Registration"), the Company shall use its best efforts to effect, as expeditiously as possible, following the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all Holders, the registration under the Securities Act of such number of shares of Registrable Securities owned by the Requesting Holders and Shares requested by the Requesting Holders to be so registered (subject to Section 5(c) hereof), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, provided, however, registered; PROVIDED that the Company shall not be required to (i) subject to Section 5(b) below, effect more than a total of three such registrations pursuant to this Agreement or (ii) file a registration statement relating pursuant to a registration request pursuant hereto this Section 7.2(a), (i) within a period of six months after the effective date of any other registration statement of the Company requested hereunder (other than pursuant to Section 2) or pursuant to which any member of the Requesting Holders AmerUs Control Group shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities 7.1 hereof, (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement ii) relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if the Company is not, at the time, eligible to register shares of Common Stock on form Form S-3 (or a successor form). Notwithstanding ) (iii) with respect to any offering which would cause the foregoing, if Company to violate the Board provisions of Directors Section 521A.14 of the Company determines Iowa insurance laws or any successor provision; or (iv) with respect to any offering that is not reasonably expected to yield gross proceeds of at least $20 million; PROVIDED that in its good faith judgment, (x) after consultation with a nationally recognized investment banking firm, the event that there will be an adverse effect on a then contemplated public offering the members of the Company's securitiesAmerUs Control Group, (y) that collectively, do not own at the disclosures time of such request such amount of Registrable Shares of the kind and type being so registered that would be required reasonably expected to be made by the Company in connection with such registration would be materially harmful to the Company because yield gross proceeds of transactions then being considered by, or other events then concerning the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements the Company is reasonably unable to comply withleast $20 million, then the Company may defer the filing restriction contained in clause (but not the preparationiii) of the registration statement which is required to effect any registration pursuant to this Section 5 7.2(a) shall be disregarded with respect to such registration. Promptly after receipt of any such request for a reasonable period of timeDemand Registration, but not in excess of 90 calendar days (or any longer period agreed to by the Holders), provided that at all times the Company is shall give written notice of such request to all other holders of Common Stock having rights to have their shares included in good faith using all reasonable efforts to file such registration statement as soon as practicableand shall, subject to the provisions of Section 7.2(c) hereof, include in such registration all such Registrable Shares with respect to which each member of the AmerUs Control Group or such other shareholder has requested to be so registered.

Right to Request Registration. Upon At any time and from time to time ----------------------------- after the date hereof, upon the written request of Holders owning 10% or more any member of the outstanding Registrable Securities then owned in the aggregate by such Holders (the "Requesting Holders') (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock), PLMI Affiliated Group requesting that the Company AFG effect the registration under the Securities Act of at least all or part of the Minimum Registration AmountRegistrable Shares (a "Demand ------ Registration"), the Company AFG shall use its best efforts to effect, as expeditiously as possible, following the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all Holders, the registration under the Securities Act of such number of shares of Registrable Securities owned by the Requesting Holders and Shares requested by the Requesting Holders to be so registered (subject to Section 5(c) hereof), together with (x) all other shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account, registered; provided, however, that the Company AFG -------- ------- shall not be required to file a Registration Statement pursuant to this Section 7.1(a), (i) subject to Section 5(b) below, effect more than a total of three such registrations pursuant to this Agreement or (ii) file a registration statement relating to a registration request pursuant hereto within a period of six months after the effective date of any other registration statement Registration Statement of the Company AFG requested hereunder hereunder, (other than pursuant to Section 2ii) or pursuant to which the Requesting Holders shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if the Company AFG is not, at the time, eligible to register shares of Common Stock on form Form S-3 (or a successor form)) or (iii) with respect to any offering that is not reasonably expected to yield gross proceeds of at least $10 million. Notwithstanding Promptly after receipt of any such request for a Demand Registration, AFG shall give written notice of such request to all other holders of Common Stock having rights to have their shares included in such registration and shall, subject to the foregoingprovisions of Section 7.1(c) hereof, if the Board of Directors include in such registration all such Registrable Shares with respect to which each member of the Company determines in its good faith judgment, (x) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then contemplated public offering of the Company's securities, (y) that the disclosures that would be required PLMI Affiliated Group or such other stockholder has requested to be made by the Company in connection with such registration would be materially harmful to the Company because of transactions then being considered by, or other events then concerning the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 5 for a reasonable period of time, but not in excess of 90 calendar days (or any longer period agreed to by the Holders), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement as soon as practicableso registered.

Right to Request Registration. Upon (a) If (i) Wand/IMA Investments, L.P. ("Wand/IMA") exercises its right to require the Company to redeem the common stock purchase warrants and shares issued or issuable upon exercise of such common stock purchase warrants held by Wand/IMA, and the Company shall have effected such redemption; and (ii) the Company shall not have completed a registered public offering of Common Stock pursuant to the Securities Act, then on or after March 26, 1999, upon the written request of Holders owning 10% one or more of the outstanding Registrable Securities then owned in the aggregate by such Holders (the "Requesting Initiating Holders') (computed for these purposes as if all outstanding shares of Preferred Stock and all shares of Preferred Stock thereafter issuable pursuant to the Development Agreements have been converted into shares of Common Stock), requesting that the Company effect the registration under the Securities Act of at least all or part of such Initiating Holders' Registrable Securities and specifying the Minimum Registration Amountintended method of disposition thereof, the Company shall will promptly give written notice of such requested registration to all holders of Registrable Securities, and thereupon the Company will use its best efforts to effect, as expeditiously as possible, following the prompt (but in no event later than 15 days following the receipt of such written request) delivery of notice to all Holders, effect the registration under the Securities Act of such number of shares of of: (i) the Registrable Securities owned which the Company has been so requested to register by such Initiating Holders for disposition in accordance with the Requesting Holders and requested by the Requesting Holders to be so registered intended method of disposition stated in such request; and (subject to Section 5(c) hereof), together with (xii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) subject to the priority provisions of section 9.1(f), all shares of Common Stock entitled to registration, and (y) securities of the Company which the Company elects may elect to register and offer for its own account, provided, however, that in connection with the Company shall not be required offering of Registrable Securities pursuant to this Section 9.1; and (iiv) subject to Section 5(b) belowthe priority provisions of section 9.1(f), effect more than a total of three such registrations pursuant to this Agreement or (ii) file a registration statement relating to a registration request pursuant hereto within a period of six months after the effective date of any other registration statement of the Company requested hereunder (other than pursuant to Section 2) or pursuant to which the Requesting Holders shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities (so long as such registration statement became and was effective for sufficient time to permit the sales contemplated thereby); provided, further, that the Company shall not be required to file a registration statement relating to an offering of Common Stock on a delayed or continuous basis pursuant to Rule 415 (or any successor to similar effect) promulgated under the Securities Act if the Company is not, at the time, eligible to register shares of Common Stock on form S-3 (or a successor form). Notwithstanding the foregoing, if the Board of Directors of the Company determines in its good faith judgment, (x) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then contemplated public offering of the Company's securities, (y) that the disclosures that would be required to be made held by the Company in connection with such other Persons having registration would be materially harmful rights; all to the Company because of transactions then being considered by, or other events then concerning extent requisite to permit the Company, or disposition (z) in accordance with the registration at the time would require the inclusion of pro forma or other information, which requirements the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparationintended methods thereof as aforesaid) of the registration statement which is required Registrable Securities and the additional shares of Common Stock, if any so to effect any registration pursuant to this Section 5 for a reasonable period of time, but not in excess of 90 calendar days (or any longer period agreed to by the Holders)be registered, provided that at all times the provisions of this section 9.1(a) shall not require the Company is in good faith using all reasonable efforts to file such effect more than one registration statement as soon as practicableof Registrable Securities.